The following discussion should be read in conjunction with the Company's
consolidated financial statements, which are included elsewhere in this Form
10-K.
Results of Operations
For the year ended December 31, 2010 compared to the year ended December 31,
2009
Revenue
For the year ended December 31, 2010, the Company generated $-0- in revenues.
For the year ended December 31, 2009, the Company generated $-0- in revenues.
Expenses
For the year ended December 31, 2010, we incurred operating expenses in the
amount of $-0-. For the year ended December 31, 2009, we incurred operating
expenses of $-0-
Net Loss
The company recorded a net operating loss of $-0- for the twelve-month period
ended December 31, 2010 compared to a net income for the same period in 2009 of
$-0-.
Liquidity
As of December 31, 2010, the Company has no business operations and no cash
resources other than that provided by Management. We are dependent upon interim
funding provided by Management or an affiliated party to pay professional fees
and expenses. Our Management and an affiliated party have agreed to provide
funding as may be required to pay for accounting fees and other administrative
expenses of the Company until the Company enters into a business combination.
The Company would be unable to continue as a going concern without interim
financing provided by Management. As of December 31, 2010, we had $0 in cash. As
of December 31, 2009, we had $-0- in cash and cash equivalents.
8
If we require additional financing, we cannot predict whether equity or debt
financing will become available at terms acceptable to us, if at all. The
Company depends upon services provided by Management and an affiliated party to
fulfill its filing obligations under the Exchange Act. At present, the Company
has no financial resources to pay for such services.
On December 31, 2010 and December 31, 2009 we have had $0 in current assets and
$60,010 in current assets, respectively. As of December 31, 2009, we had $38,047
in current liabilities. As of December 31, 2009, we had $38,047 in current
liabilities.
We had no cash flow from operations during the year ended December 31, 2010.
Off-Balance Sheet Arrangements
As of December 31, 2010 and 2009, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated
under the Securities Act of 1934.
Contractual Obligations and Commitments
As of December 31, 2010 and 2009, we did not have any contractual obligations.
Critical Accounting Policies
Our significant accounting policies are described in the notes to our financial
statements for the year ended December 31, 2010 and 2009, and are included
elsewhere in this registration statement.
Going Concern
The Company's consolidated financial statements have been presented on a going
concern basis which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As more fully described below,
the liquidity of the Company has been adversely affected by significant losses
from operations. The Company reported a net loss of $-0- for the year ended
December 31, 2010. As of December 31, 2010, the Company had written-off all its
assets and had a working capital deficit and stockholders' deficit of $51,344.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern without additional capital contributions. Management's
immediate plans are to restructure the Company's existing obligations and
attempt to raise additional capital and to acquire income producing oil and gas
properties.
The continuation of our business is dependent upon us raising additional
financial support. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.
Critical Accounting Policies
The financial statements and the related notes of our company are prepared in
accordance with generally accepted accounting principles in the United States
and are expressed in US dollars.
Use of Estimates
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The Company regularly evaluates estimates and assumptions
related to deferred income tax asset valuation allowances. The Company bases its
estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities and the accrual of costs and expenses that are not
readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company's estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
9
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new pronouncements that have been issued that might have a material
impact on its financial position or results of operations.
In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" (hereinafter
"SFAS No. 150"). SFAS No. 150 establishes standards for classifying and
measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those instruments be classified as liabilities in
statements of financial position. Previously, many of those instruments were
classified as equity. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The Company
has not yet determined the impact of the adoption of this statement.
In April 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 149").
SFAS No. 149 amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". This statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material
impact on the financial position or results of operations of the Company.
In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51" (hereinafter "FIN 46"). FIN 46 requires certain
variable interest entities to be consolidated by the primary beneficiary of the
entity if the equity investors in the entity do not have the characteristics of
a controlling financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 is effective for all new variable interest
entities created or acquired after January 31, 2003. The provisions of FIN 46
must be applied for the first interim or annual period beginning after June 15,
2003. The Company does not have any entities that require disclosure or new
consolidation as a result of adopting the provisions of FIN 46.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," ("SFAS No. 148"). SFAS 148 amends
SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation. In addition,
it also amends the disclosure provisions of SFAS 123 to require prominent
disclosure about the effects on reported results of an entity's accounting
policy decisions with respect to stock-based employee compensation. The
provisions of the statement are effective for financial statements for fiscal
years ending after December 15, 2002. Prior to the issuance of SFAS No. 148, the
Company adopted the fair value based method of accounting for stock-based
employee compensation. Thus, the Company's financial reporting will not be
significantly effected by SFAS 148.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities." This statement addresses the recognition, measurement, and
reporting of costs associated with exit and disposal activities. SFAS No. 146 is
applicable to restructuring activities and costs related to terminating a
contract that is not a capital lease and one-time benefit arrangements received
by employees who are involuntarily terminated. SFAS No. 146 supersedes EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." Under SFAS No. 146 the cost associated with an exit or disposal
activity is recognized in the periods in which it is incurred rather than at the
date the Company committed to the exit plan.
This statement is effective for exit or disposal activities initiated after
December 31, 2002, with earlier adoption encouraged. Previously issued financial
statements will not be restated. The provisions of EITF Issue No. 94-3 will
continue to apply for exit plans initiated prior to the adoption of SFAS No.
146.
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