UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2005
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From to
Commission File Number 0-51203
GONDWANA ENERGY LTD.
(Exact name of registrant as specified in its charter)
| Nevada |
98-0425310 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Suite 400-534 17th Avenue SW, Calgary Alberta, Canada T2S 0B1
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (403) 770-1991
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court.
Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: Common, $.00001 par value per share: 3,216,646 outstanding as of November 9, 2005.
Transitional Small Business Disclosure Format (check one):
Yes ¨ No x
Item 1. Financial Statements.
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Current Assets |
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Cash |
$ 53,391 |
$ 68,578 |
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TOTAL ASSETS |
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$ 53,391 |
$ 68,578 |
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Current Liabilities |
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Accounts payable and accrued liabilities |
$ 3,600 |
$ 7,385 |
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Due to related party (Note 3 (a)) |
11,000 |
- |
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TOTAL LIABILITIES |
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14,600 |
7,385 |
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Authorized: 100,000,000 shares, $0.00001 par value |
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Issued and Outstanding: 3,216,646 shares |
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(December 31, 2004: 4,216,667 shares) |
32 |
42 |
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Additional Paid-In Capital |
172,668 |
173,658 |
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Donated Capital |
16,200 |
8,000 |
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Deficit Accumulated During the Exploration Stage |
(150,109) |
(120,507) |
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TOTAL STOCKHOLDERS' EQUITY |
38,791 |
61,193 |
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY |
$ 53,391 |
$ 68,578 |
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REVENUE |
$ - |
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$ - |
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$ - |
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$ - |
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$ - |
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GENERAL AND ADMINISTRATIVE EXPENSES |
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Bank charges |
54 |
55 |
562 |
186 |
1,832 |
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Consulting |
6,000 |
3,000 |
20,200 |
5,000 |
36,103 |
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Foreign exchange loss |
6,539 |
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Office and administrative services |
- |
150 |
934 |
450 |
29,552 |
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Professional fees |
2,127 |
280 |
6,758 |
2,780 |
23,684 |
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Rent |
415 |
750 |
695 |
2,250 |
3,695 |
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Stock-based compensation |
- |
- |
- |
50,000 |
50,000 |
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Transfer agent and filing fees |
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125 |
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595 |
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3,198 |
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12,301 |
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8,596 |
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4,360 |
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29,744 |
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63,864 |
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163,706 |
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NET OPERATING LOSS |
(8,596) |
(4,360) |
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(63,864) |
(163,706) |
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OTHER INCOME AND (EXPENSES) |
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Gain on sale of oil and gas property |
10,745 |
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Interest income |
34 |
4 |
142 |
186 |
10,370 |
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Recovery of expenses |
4,982 |
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Write-down of incorporation cost |
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(12,500) |
NET LOSS |
$ (8,562) |
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$ (4,356) |
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$ (29,602) |
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$ (63,678) |
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$ (150,109) |
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BASIC AND DILUTED NET LOSS PER SHARE |
$ (0.00) |
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$ (0.00) |
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$ (0.01) |
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$ (0.02) |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
3,216,646 |
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4,216,666 |
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3,440,089 |
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3,511,111 |
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From December 31, 2004 to September 30, 2005:
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Balance on December 31, 2004 |
4,216,667 |
$ 42 |
$ 173,658 |
$ 8,000 |
$ (120,507) |
$ 61,193 |
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Rounding of fractional shares in |
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connection with stock consolidation |
(21) |
- |
- |
- |
- |
- |
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Repurchase of common stock |
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for cash at $0.001 per share |
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on March 3, 2005 |
(1,000,000) |
(10) |
(990) |
- |
- |
(1,000) |
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Donated capital (Note 3 (b)) |
- |
- |
- |
8,200 |
- |
8,200 |
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Net loss for the period |
- |
- |
- |
- |
(29,602) |
(29,602) |
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Balance on September 30, 2005 |
3,216,646 |
$ 32 |
$ 172,668 |
$ 16,200 |
$ (150,109) |
$ 38,791 |
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OPERATING ACTIVITIES |
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Net (loss) |
$ (29,602) |
$ (63,678) |
$ (150,109) |
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Items not representing cash outlay: |
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- Consulting services |
8,200 |
5,000 |
16,200 |
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- Gain on sale of oil and gas property |
- |
- |
(10,745) |
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- Stock-based compensation |
50,000 |
50,000 |
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Change in non-cash working capital items: |
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- Increase (decreases) in accounts payable and accrued liabilities |
(3,785) |
3,080 |
3,600 |
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- Increase in amounts due to related party |
11,000 |
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- |
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11,000 |
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Net Cash Provided by (Used in) Operating Activities |
(14,187) |
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(5,598) |
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(80,054) |
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INVESTING ACTIVITIES |
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Proceeds from sale of oil and gas property |
- |
- |
46,200 |
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Oil and gas property acquisition costs |
- |
- |
(2,846) |
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Oil and gas exploration expenditures |
- |
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- |
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(22,609) |
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Net Cash Provided by Investing Activities |
- |
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- |
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20,745 |
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FINANCING ACTIVITIES |
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Stock buy back |
(1,000) |
- |
(1,000) |
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Proceeds from issuance of common stock |
- |
12,700 |
113,700 |
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Net Cash Provided by (Used in) Financing Activities |
(1,000) |
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12,700 |
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112,700 |
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Increase in Cash and Cash Equivalents |
(15,187) |
7,102 |
53,391 |
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CASH AND CASH EQUIVALENTS - beginning of the period |
68,578 |
61,921 |
- |
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CASH AND CASH EQUIVALENTS - end of the period |
$ 53,391 |
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$ 69,023 |
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$ 53,391 |
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NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Gondwana Energy, Ltd. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB as prescribed by the United States of America Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto as at December 31, 2004.
In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the nine month period ended September 30, 2005 are not necessarily indicative of the results that can be expected for the year ended December 31, 2005.
NOTE 2 - GOING CONCERN
The Company does not generate sufficient cash flow from operations to fund its entire exploration and development activities and has therefore relied principally upon the issuance of securities for financing. The Company intends to continue relying upon the issuance of securities to finance its operations and exploration and development activities, however there can be no assurance it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. These factors together raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS
The Company had the following related party balances and transaction:
As at September 30, 2005 a director and officer of the Company is owed $11,000 for consulting services (December 31, 2004 - $nil). The amount due does not have any stated terms of interest, repayment or security.
During the nine months ended September 30, 2005 a director and officer provided $18,000 of consulting services, $6,000 of which were donated to the Company (2004 - provided and donated $5,000), and a former director and officer donated $2,200 of consulting services (2004 - $nil).
Item 2. Management's Discussion and Analysis or Plan of Operation.
Forward-Looking Statements
This Form 10-QSB includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Form 10-QSB, other than statements of historical facts, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Because our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.
Factors that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, market or business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.
Gondwana Energy, Ltd. (Gondwana) is a Calgary, Alberta, Canada based oil and gas exploration stage company with limited operations. Our operational efforts to date have been primarily focused in New Zealand and we intend to submit applications for new exploration permits to the government of New Zealand and acquire oil and gas interests through joint venture agreements with existing permit holders. We are also assessing exploration opportunities in western Canada.
Employees and Consultants
The Registrant has no employees. The company's CEO, Cameron Fink is retained as a consultant.
Plan of Operations
Our plan of operations for the next 12 months is to continue our assessment of exploration permits under gazettal by the New Zealand Ministry of Economic Development and those controlled and operated by third party permit holders. Upon completion of this assessment we will apply to the Ministry of Economic Development to secure permits for exploration and seek to conclude joint venture agreements with existing permit holders. To date we have held preliminary discussions with existing permit holders active in the Taranaki Basin and Canterbury Basin in New Zealand's north and south islands. Additionally, though not the company's primary focus we have initiated preliminary assessments with permit holders active in Canada's western sedimentary basin. These discussions have centered on the specific requirements of the exploration programs including but not limited to play types, land title security, and operating budgets and time commitments. To date no formal agreement or understandings have been reached between the parties on any of our discussions. Should we be successful in either of these efforts and secure exploration interests we shall require significant additional capital.
As of September 30, 2005, we had $38,791 in working capital, consisting of $53,391 in cash and $14,600 in debt. We do not have sufficient capital to satisfy the potential future expenditures and will rely principally on the issuance of Common Stock to raise funds to finance the expenditures expected to be incurred beyond March 2006. We will seek initial funding for working capital requirements for 12 to 18 months following March 2006 from friends, family and business associates. Thereafter, and in response to secured property interests and budget development forecasts, additional financings from the broker dealer community will be sought. Presently no discussions have been held to secure future funding. There is no assurance that market conditions will continue to permit us to raise funds when required. If possible we will issue more common shares at prices we determine, possibly resulting in dilution of the value of common shares. We do not expect any significant increases in the number of employees in the near future.
Our President has extensive experience in the oil and gas industry with specific industry experience in exploration in New Zealand. Mr. Fink has given us his undertaking to act as President and Director until March 31st, 2006 but he has not signed any employment or consulting agreement with us. Starting April 1st 2005, the company is paying him, from working capital, a monthly consulting fee of two thousand dollars in order to carry out the following work through March 31, 2006:
Review seismic, drilling and geological data on properties presently being tendered by the New Zealand Ministry of Economic Development and for properties available through joint venture with existing permit holders. These efforts will consist of:
Data review, including geochemical and petrological review to determine petroleum source potential and reservoir quality of properties presently under tender from the New Zealand government and available through joint venture with existing permit holders.
Interpretation and reinterpretation of existing seismic data.
If we determine that properties merit further review after this initial examination then we shall determine a proposed budget and work program for submission to the government of New Zealand and existing permit holders on prospective permits deemed suitable.
If we are successful and secure exploration interests through either government tender or joint venture we shall incorporate a New Zealand subsidiary and hire a resident agent and director as required by New Zealand law.
Total cost of this work, including expenses related to travel and third party consultants is budgeted at $25,000. After paying for these costs, we anticipate having approximately $13,700 in working capital. Additional expenditures for the period up to March 31, 2006 are approximately $13,000 and relate to accounting, legal and administrative expenses, and consulting fees to our President.
If we are successful in securing exploration interests we will be obligated to complete proposed work programs to maintain our interests in good standing. There can be no certainty as to the costs of the future work program; however, we will require additional funds to discharge our exploration obligations whether the interests are acquired through joint venture or through government tender. We do not have sufficient capital to satisfy the potential future expenditures and we will rely principally on the issuance of Common Stock to raise funds to finance the expenditures that we expect to incur beyond March 2006. Failure to raise additional funds will result in the failure to meet our obligations and the relinquishment of our interest in any future permit acquired. We have relied principally on the issuance of Common Stock in private placements to raise funds to support our business but there can be no assurance that we will be successful in raising additional funds through the issuance of additional equity.
We do not expect any significant purchases of plant and equipment or any increase in the number of employees in the near future.
Off balance-sheet arrangements
We do not have any off balance-sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Recent accounting pronouncements
There have been no recent accounting pronouncement since the filing of the Company's FORM 10-QSB, filed on July 15, 2005, that have a material impact on the Company's financial presentation and disclosure.
Item 3. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.
(b) Changes in Internal Control over Financial Reporting: There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.
There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Exhibit Description Page No
None
(b) Reports on Form 8-K filed during the quarter.
None
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 10 day of November, 2005.
GONDWANA ENERGY LTD. (Registrant) |
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BY: |
__/s/Cameron Fink____________________ |
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