UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Amendment 1
(Mark One)
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
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For the quarterly period ended September 30, 2013
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ____________
Commission File Number: 333-122009
BUSCAR OIL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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69-0681435
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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111 Ahmadi Crescent
Bedford, Nova Scotia
Canada B4A 4E5
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (902) 802-8847
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N/A
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Former name, former address, and former fiscal year, if changed since last report
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Larger accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of March 23, 2014, there were 225,000 shares of the issuer’s common stock, $0.00001 par value per share, outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 for Buscar Oil, Inc., filed with the Securities and Exchange Commission on March 27, 2014, as amended (the “Form 10-Q”), is to correct the company type of Buscar Oil, Inc. to not a shell company and to update the management discussion and analysis section.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Buscar Oil Inc.
(Formerly Colorado Gold Mines, Inc.)
(An Exploration Stage Company)
Balance Sheets
(Unaudited)
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September 30
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March 31
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2013
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2013
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(unaudited)
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ASSETS
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CURRENT ASSETS
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25
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25
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Cash
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TOTAL ASSETS
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$
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25
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$
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25
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LIABILITIES & STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Contingent liabilities
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177,270
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177,270
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Accrued expense
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6,240
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-
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TOTAL LIABILITIES
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183,510
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177,270
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STOCKHOLDERS' DEFICIT
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Preferred stock, par value $0.00001; 20,000,000
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shares authorized; 8,000,000 shares issued
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and outstanding at September 30, 2013 and March 31, 2013, respectively
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80
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80
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Common stock, par value $0.00001, 500,000,000 shares and
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100,000,000 shares authorized as of September 30, 2013 and March 31,
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2013, respectively, 225,000 shares issued and outstanding at
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September 30, 2013 and March 31, 2013 (1)
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675
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675
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Additional paid-in capital
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13,929,915
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13,929,915
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Deficit accumulated in the exploration stage
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(14,114,155
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)
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(14,107,915
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)
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TOTAL STOCKHOLDERS' DEFICIT
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(183,485
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)
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(177,245
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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25
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$
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25
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| (1) All common share amounts and per share amounts in these financial statements reflect the 1-for-300 share reverse split of the issued and outstanding shares of common stock of the Company, effective June 18, 2014, including retroactive adjustment of common share amounts. |
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The accompanying notes are an integral part of these condensed financial statements.
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Buscar Oil, INC.
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(Formerly Colorado Gold Mines Inc)
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(An Exploration Stage Company)
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Statements of Operations
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(Unaudited)
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For the period from
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January 19, 2010
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(Inception)
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For the three month period ended
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For the six month period ended
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through
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September 30,
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September 30,
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September 30,
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2013
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2012
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2013
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2012
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2013
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Costs and expenses:
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Impairment expense
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$
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-
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$
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100,000
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$
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-
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$
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100,000
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$
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13,868,000
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Mineral exploration
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-
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-
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-
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-
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10,582
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General and administrative
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1,040
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112,295
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6,240
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122,640
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237,295
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Total expenses
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1,040
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212,295
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6,240
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222,640
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14,115,877
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Loss from operations
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(1,040
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(212,295
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(6,240
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(222,640
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)
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(14,115,877
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)
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Cancellation of common stock
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-
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-
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-
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-
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5,000
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Interest expense
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-
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-
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-
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(1,174
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(3,278
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Other income (expense), net
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-
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-
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-
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(1,174
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)
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1,722
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Loss before income taxes
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(1,040
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)
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(212,295
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)
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(6,240
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(223,814
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)
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(14,114,155
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)
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Provision for income taxes
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-
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-
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-
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-
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-
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Net loss
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$
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(1,040
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)
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$
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(212,295
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)
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$
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(6,240
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)
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$
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(223,814
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)
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$
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(14,114,155
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)
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-
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Net loss per share: Basic and diluted
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$
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(0.005
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)
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(0.92
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) |
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(0.03
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) |
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(0.99
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) |
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Weighted average shares outstanding:
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Basic and diluted
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225,000
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230,533
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225,000
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225,277
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The accompanying notes are an integral part of these condensed financial statements
Buscar Oil, INC.
(Formerly Colorado Gold Mines Inc.)
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
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For the period from
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January 19, 2010
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For the six month period ended
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(Inception) through
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September 30
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September 30
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2013
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2012
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2013
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Operating Activities:
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Net loss
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$
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(6,240
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)
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$
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(223,814
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)
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$
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(14,114,155
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)
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Adjustment to reconcile net loss to cash used in operating activities:
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Impairment expense - Global Resources Search Group
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-
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100,000
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13,868,000
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Forgiveness of loan
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-
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-
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48,470
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Impairment expense - Union Milling Company
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-
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-
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(5,000
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)
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Stock based compensation
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-
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725
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2,900
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Net change in:
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Accounts payable
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-
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11,853
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48,897
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Accounts payable, related party
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-
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66,396
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66,396
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Accrued expense
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6,240
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-
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6,240
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Cash Flows Used In Operating Activities
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-
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(44,840
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)
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(78,252
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)
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Investing Activities:
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Purchase of mineral property
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-
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-
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(8,000
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)
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Cash Flows Used in Investing Activities
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-
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-
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(8,000
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)
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Financing Activities:
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Proceeds from issuance of common stock
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-
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-
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24,300
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Proceeds from notes payable, unrelated party
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-
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7,617
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61,977
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Proceeds from related party, net
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-
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33,950
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-
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Cash Flows Provided By Financing Activities
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-
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41,567
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86,277
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Net Increase (Decrease) in Cash
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-
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(3,273
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)
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25
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Cash, beginning of period
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25
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3,298
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|
|
|
-
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Cash, end of period
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$
|
25
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$
|
25
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|
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$
|
25
|
|
The accompanying notes are an integral part of these condensed financial statements
Buscar Oil, Inc.
(Formerly Colorado Gold Mines Inc .)
(An Exploration Stage Company)
Notes to Financial Statements
(Unaudited)
Note 1 – Business
The Company was incorporated in Nevada as Cascade Springs Ltd. on January 19, 2010. In 2012 the Company amended its Articles of Incorporation changing its name to Colorado Gold Mines, Inc. On July 28, 2014, the Company amended its Articles of Incorporation changing its name to Buscar Oil, Inc. Buscar Oil, Inc. is seeking opportunities in the exploration and production of oil and gas. The Company is actively reviewing opportunities that are known to have historic production or present production, providing a low risk opportunity for production and cash flow. The projects are de-risked based on its historic or present production of near production potential. The recoverability of any amounts of oil and gas at economic levels and the definition of reserves is also contingent of the ability of the Company to obtain the necessary financing to complete testing, exploration and development of the Company's interests. Management has extensive resource contacts and experience in Canada, USA, Africa, South America and the growth plan for Buscar will seek opportunities in these jurisdictions, if feasible
Note 2 – Basis of Presentation
Unaudited Interim Financial Statements
The unaudited interim financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended March 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation have been made. Operating results for the three and six month period ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending March 31, 2014.
Summary of Significant Accounting Policies
The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:
The accompanying financial statements of Buscar Oil,Inc. (formerly Colorado Gold Mines, Inc.) (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC”).
Exploration Stage Company
The Company complies with Financial Accounting Standards Board Accounting Standard Codification Topic No. 915 and Securities and Exchange Commission Industry Guide 7 for its characterization of the Company as an exploration stage.
Mineral Properties
Mineral property acquisition costs are capitalized in accordance with ASC 930. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.
Income Taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.
As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and California as our "major" tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2010 through 2012 U.S. federal income tax returns, and remain subject to California Franchise Tax Board examination of our 2010 through 2012 California Franchise Tax Returns. However, we have certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.
Basic and Diluted Loss Per Share
Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.
Recent Accounting Pronouncements
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Note 3 – Going Concern
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2013, the Company had not yet achieved profitable operations, had accumulated losses since its inception, had a working capital deficiency, and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on terms acceptable to the Company.
Note 4 – Contingent Liabilities
As of September 30, 2013, the Company had a total of $177,270 of outstanding liabilities. As of this date, the Company recognizes these outstanding liabilities as a potential contingent liability. The Company’s legal counsel believes that the outstanding liabilities are expected to be paid back to the previous Company directors, Robert Sawatsky and Kelly Fielder, who had originally loaned money to the Company. However, there has been no resolution of this event.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The Company was incorporated in Nevada as Cascade Springs Ltd. on January 19, 2010. In 2012 the Company amended its Articles of Incorporation changing its name to Colorado Gold Mines, Inc. Then, on July 28, 2014, the Company amended its Articles of Incorporation changing its name to Buscar Oil, Inc.
From our inception through September 30, 2013, we have not generated any revenue.
We did not have any off balance sheet arrangements as of September 30, 2013.
On July 1, 2013, Troy Grant became our sole officer and director any. Since his appointment Mr. Grant has reviewed opportunities for oil and gas properties. Mr. Grant uses the services of Terry Christopher, a geologist and Vaughn Hughes, a petroleum engineer on an as needed basis to assist in evaluating potential oil and gas properties. Under Mr. Grant’s direction, we have evaluated various oil and gas properties including but not limited to:
● the“Heart of Texas” field located in Bell, Lampasas and Burnet counties of Texas
● Jennings Oil Field, in Northwestern Creek County, Oklahoma
● Mesa-Bridges Prospect, Palo Pinto County, Texas
● Blanche Prospect, Pawnee County, Oklahoma
● Queen City project in Texas
● North Forty Prospect in Kentucky
The selection of prospects for oil and natural gas drilling, the drilling, ownership and operation of oil and natural gas wells, and the ownership of non-operating interests in oil and natural gas properties is highly speculative. There is no assurance that we will be successful in locating or evaluating profitable oil and gas properties. Even if we are successful in negotiating interests in oil and gas properties, there is no assurance we will locate hydrocarbons or that we will be profitable.
We cannot predict whether any prospect will produce oil or natural gas or commercial quantities of oil or natural gas, nor can we predict the amount of time it will take to recover any oil or natural gas we do produce. Drilling activities may be unprofitable, not only from non-productive wells, but from wells that do not produce oil or natural gas in sufficient quantities or quality to return a profit. Delays and added expenses may also be caused by poor weather conditions affecting, among other things, the ability to lay pipelines. In addition, ground water, various clays, lack of porosity and permeability may hinder, restrict or even make production impractical or impossible. As a result, investors could lose their entire investment in our common shares.
We recently changed our business plan to the identification and development of oil and gas properties. We have no operating history upon which an evaluation of our future success or failure can be made. We have net losses since in caption and have never generated revenues. We do not have any current prospects for future revenues. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
● our ability to locate an oil and gas lease
● our ability to sell petroleum related equipment
● our ability to sell oil and gas
● our ability to reduce exploration costs.
Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.
Because we are a small company that has never generated revenues and do not have any capital, we must raise money. If we can’t raise any capital, we will have to cease operations.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of September 30, 2013, our disclosure controls and procedures were not effective.
Significant Deficiencies in Disclosure Controls And Procedures
The Company is a small organization with limited personnel. The Company was unable to implement an effective system of disclosure controls and procedures as of the evaluation date. Nevertheless, management believes that this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2013, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
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BUSCAR OIL, INC.
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October 10, 2014
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By:
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/s/ Troy Grant
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Troy Grant
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Principal Executive, Financial
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and Accounting Officer
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1. I have reviewed this amended quarterly report on Form 10-Q /A of Colorado Gold Mines, Inc.;
2. Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
1. I have reviewed this amended quarterly report on Form 10-Q /A of Colorado Gold Mines, Inc.;
2. Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.