Green Stream Holdings Inc. - Quarter Report: 2009 July (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
|
ACT
OF 1934
|
|
For
the quarterly period ended:
|
|
July
31, 2009
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
|
ACT
OF 1934
|
|
For
the transition period from: _____________ to
_____________
|
EAGLE
OIL HOLDING COMPANY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-1437476
|
20-1144153
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
Incorporation or Organization)
|
File
Number)
|
Identification
No.)
|
50
W. Liberty, Suite 880, Reno, Nevada 89501
(Address
of Principal Executive Office) (Zip Code)
(209)
736-4854
Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
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.
|
þ
|
Yes
|
o
|
No
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer., or a smaller reporting
company.
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
||||
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). o Yes þ No
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
As of
September 10, 2009 there were 31,450,000 shares of common stock outstanding, par
value $0.001.
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
o
Yes o No
PART
I – FINANCIAL INFORMATION
Item
1.
|
Financial
Statements.
|
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Balance
Sheets
July
31, 2009
|
||||||||
(Unaudited)
|
April
30, 2009
|
|||||||
Assets
|
||||||||
Cash
|
$ | 650 | $ | - | ||||
Total
current assets
|
650 | - | ||||||
Oil
and gas rights, at cost
|
1,375,000 | 1,375,000 | ||||||
Property
and equipment, net
|
1,444,555 | 1,465,456 | ||||||
Total
assets
|
$ | 2,820,205 | $ | 2,840,456 | ||||
Liabilities
and Stockholder's Equity
|
||||||||
Current
liabilities:
|
||||||||
Accrued
expenses
|
$ | 81,290 | $ | 37,700 | ||||
Accrued
interest
|
5,866 | - | ||||||
Notes
payable - related party
|
242,630 | 340,000 | ||||||
Total
liabilities
|
329,786 | 377,700 | ||||||
Stockholder's equity:
|
||||||||
Common
stock, $.001 par value 300,000,000 shares authorized,
35,021,580 shares issued and outstanding at July 31, 2009 and 32,821,580
shares issued and outstanding at April 30, 2009
respectively
|
35,022 | 32,822 | ||||||
Additional
paid in capital
|
2,582,401 | 2,474,601 | ||||||
Accumulated
deficit
|
(127,004 | ) | (44,667 | ) | ||||
Total
stockholder's equity
|
2,490,419 | 2,462,756 | ||||||
Total
liabilities and stockholder's equity
|
$ | 2,820,205 | $ | 2,840,456 |
See
accompanying Notes to Financial Statement
2
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Statement
of Operations
For
the quarterly period ending July 31, 2009
and
the period March 31 (date of inception) through July 31, 2009
(Unaudited)
Date
of
|
||||||||
Three
months
|
inception
|
|||||||
ended
|
through
|
|||||||
July
31,
|
July
31,
|
|||||||
2009
|
2009
|
|||||||
Revenues
|
||||||||
Oil
sales
|
$ | - | $ | - | ||||
Cost
of goods sold
|
2,500 | 2,500 | ||||||
Gross
loss
|
(2,500 | ) | (2,500 | ) | ||||
Operating
expenses
|
||||||||
Depreciation
expense
|
20,901 | 27,868 | ||||||
General
and administrative expense
|
53,070 | 90,770 | ||||||
Total
operating expenses
|
73,971 | 118,638 | ||||||
Loss
from operations
|
(76,471 | ) | (121,138 | ) | ||||
Other
expense
|
||||||||
Interest
expense
|
(5,866 | ) | (5,866 | ) | ||||
Loss
before taxes
|
(82,337 | ) | (127,004 | ) | ||||
Provision
for income taxes
|
- | - | ||||||
Net
loss
|
$ | (82,337 | ) | $ | (127,004 | ) | ||
Net
loss per share - basic
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Net
loss per share - diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
average number of shares - basic
|
34,567,232 | 26,122,252 | ||||||
Weighted
average number of shares - diluted
|
36,289,303 | 27,465,589 |
See
accompanying Notes to Financial Statement
3
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Statement
of Cash Flows
For
the quarterly period ending July 31, 2009 and the period March 31 (date of
inception) through July 31, 2009
(Unaudited)
Date
of
|
||||||||
Three
months
|
inception
|
|||||||
ended
|
through
|
|||||||
July
31,
|
July
31,
|
|||||||
2009
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (82,337 | ) | (127,004 | ) | |||
Adjustments
to reconcile net loss to net cash
|
||||||||
(used
in) operating activities:
|
||||||||
Depreciation
|
20,901 | 27,868 | ||||||
Changes
in current assets and liabilities:
|
||||||||
Accrued
expenses
|
43,590 | 37,700 | ||||||
Accrued
interest
|
5,866 | 5,866 | ||||||
Net
cash (used in) operating activities
|
(11,980 | ) | (55,570 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from notes payable - related party
|
12,630 | 12,630 | ||||||
Net
cash provided by financing activities
|
12,630 | 12,630 | ||||||
Net
increase in cash
|
650 | (42,940 | ) | |||||
Cash
- beginning of period
|
- | - | ||||||
Cash
- end of period
|
$ | 650 | $ | (42,940 | ) | |||
Supplemental
Disclosure of Cash Flow Information
|
||||||||
Cash
paid for interest
|
$ | - | $ | - | ||||
Cash
paid for income taxes
|
$ | - | $ | - | ||||
Schedule
of Noncash Investing and Financing Activities
|
||||||||
Acquisition
of oil and gas rights
|
$ | - | $ | 1,375,000 | ||||
Acquisition
of drilling and field equipment
|
- | 1,472,423 | ||||||
Issuance
of common stock
|
- | (2,847,423 | ) | |||||
Cash
paid for equipment
|
$ | - | $ | - | ||||
Conversion
of notes payable - related party
|
110,000 | 110,000 | ||||||
Issuance
of common stock
|
(110,000 | ) | (110,000 | ) | ||||
Cash
paid for principal payments on
|
See
accompanying Notes to Financial Statement
4
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Notes
to the Financial Statements
For
the quarterly period ended July 31, 2009 and the period March 31
(date
of inception) through July 31, 2009
(Unaudited)
Note
1: Summary of Significant Accounting Policies:
The
following items comprise the significant accounting policies of Eagle Oil
Holding Company, Inc. (“the Company”). The policies reflect industry practices
and conform to generally accepted accounting principles.
The
accompanying unaudited financial statements of the Company have been
prepared for the interim periods and are unaudited (consisting only of normal
recurring adjustments) which are in the opinion of management, necessary for a
fair presentation of the financial position and operating results for the
periods presented. These statements should be read in conjunction with Form 10-K
for fiscal 2009, and other filings of the Company, on are on file with
the Securities and Exchange Commission. The results of operations for
the three months ended July 31, 2009 are not necessarily indicative of
the results for the Company to be expected for the full fiscal year
ending April 30, 2010.
Organization:
The
Company was incorporated in the State of Nevada on March 31, 2009.
Reverse
Merger:
The
Company was formed in Nevada in 2004 and was initially engaged in acquiring,
developing, operating and selling real estate on Long Island, in New York State.
On April 30, 2009, pursuant to the terms of a Stock Purchase Agreement
between the Company and Eagle Environmental Technologies, Ltd., the Company
acquired Eagle Oil Holding Company, Inc., a Nevada corporation, in exchange for
the issuance of 28,500,000 newly issued shares of the Company's common stock
(the “Acquisition”) resulting in Eagle Oil Holding Company, Inc. becoming a
wholly-owned subsidiary of the Company. The Company subsequently changed
its name to Eagle Oil Holding Company, Inc.
This
transaction is reflected as a recapitalization, and is accounted for as a change
in capital structure. Accordingly, the accounting for the acquisition is
identical to that resulting from a reverse acquisition. Under reverse
acquisition accounting, the comparative historical financial statements of the
Company as the legal acquirer, are those of the accounting acquirer, Eagle Oil
Holding Company, Inc. The accompanying financial statements reflect the
recapitalization of the stockholders' equity as if the transactions occurred as
of the beginning of the first period presented. Thus, the shares of common
stock issued to the former Eagle Oil Holding Company, Inc. stockholders are
deemed to be outstanding for all periods reported prior to the date of the
reverse acquisition.
Nature of
Activities:
The
Company was incorporated to engage in the acquisition and development of oil
fields and sale of oil products.
Exploration
Stage:
The
Company is in the exploration stage and has realized no revenue to
date. Accordingly, the operation of the Company is presented as those
of an exploration stage enterprise, from its inception (March 31, 2009) as
prescribed by Statement of Financial Accounting Standards ("SFAS") No. 7,
“Accounting and Reporting by Development Stage Enterprises”.
5
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Notes
to the Financial Statements
For
the quarterly period ended July 31, 2009 and the period March 31
(date
of inception) through July 31, 2009
(Unaudited)
Note
1: Summary of Significant Accounting Policies, Continued:
Oil and Gas
Rights
Investments
in oil and gas properties are accounted for using the successful-efforts method
of accounting. Under the successful-efforts method, costs such as geological and
geophysical, exploratory dry holes and delay rentals are expensed as incurred.
The successful-efforts method follows the guidance provided in Statement of
Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, where the first measurement for impairment
is to compare the net book value of the related asset to undiscounted cash flows
using commodity prices consistent with management expectations.
All
drilling and completion costs that directly lead to the extraction and
production of oil and gas reserves and all development dry holes are
capitalized. Capitalized costs are accumulated by cost centers. For amortization
purposes, the cost center is the individual property or an aggregation of
properties in the same field or reservoir. The Company has one cost center, the
Siler lease property located in East Texas.
Under the
successful-efforts method, Costs associated with the capitalization of leases
are capitalized as incurred. These consist of costs incurred in obtaining a
mineral interest in a property, such as the costs of lease bonuses and options
to lease, brokers' fees, recording fees, legal cost, and other similar costs in
acquiring property interests.
Oil and
gas properties are amortized using the units-of-production method using
estimates of proved reserve quantities.
Fair Value
of Financial Instruments:
Statement
of Financial Accounting Standards ("SFAS") No. 107 “Disclosures about Fair Value
of Financial Instruments” requires disclosures of the fair value information
whether or not recognized in the balance sheet where it is practicable to
estimate that value. The carrying value of oil and gas rights and
accrued expenses approximate fair value.
Use of
Estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Property and
Equipment:
Property
and equipment, carried at cost, are depreciated over the estimated useful lives
of the related assets. Depreciation is computed substantially on the
straight-line method for financial statement purposes and accelerated methods
for income tax reporting purposes. Estimated useful lives are as
follows:
Life
|
|
Drilling
and field equipment
|
5
-30
years
|
6
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Notes
to the Financial Statements
For
the quarterly period ended July 31, 2009 and the period March 31
(date
of inception) through July 31, 2009
(Unaudited)
Note
1: Summary of Significant Accounting Policies, Continued:
Income
Taxes:
Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes. Deferred
taxes are recognized for differences between the basis of assets and liabilities
for financial statement and income tax purposes. These differences relate
primarily to the difference between the basis of operating loss carryforwards
and depreciable assets. The deferred tax assets and liabilities represent the
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits that are
available to offset future taxable income and income taxes.
Going
Concern:
The
Company is a exploration stage company that incurred a net loss for the year.
These conditions raise substantial doubt as to the Company’s ability to continue
as a going concern. These financial statements do not include any adjustments
that might be necessary if the Company were unable to continue as a going
concern. The continued existence of the Company is dependent upon the ability to
obtain additional capital and/or debt financing needed to repay the current
obligations of the Company and its subsidiaries. There is no assurance that the
Company will be able to obtain such capital or enough financing to provide the
necessary cash flow needed to fund the Company’s operations.
Loss per Common
Share:
The
Company adopted Financial Standards Board (FASB) Statement No. 128, "Earnings
per Share". The statement established standards for computing and presenting
earnings per share (“EPS”). It replaced the presentation of primary EPS with a
basic EPS and also requires dual presentation of basic and diluted EPS on the
face of the income statement. Basic loss per share was computed by dividing the
net loss by the weighted average number of common shares outstanding during the
period. The weighted average number of common shares used to calculate basic and
diluted loss per common share for the quarterly period ended July 31, 2009
was 34,567,232 and 36,289,303, respectively. The weighted
average number of common shares used to calculate basic and diluted loss
per common share for the period March 31, 2009 (date of inception) through July
31, 2009 was 26,122,252 and 27,465,589, respectively.
Recent Accounting
Pronouncements:
In June
2006, the FASB released FASB Interpretation [FIN] No. 48, Accounting for
Uncertainty in Income Taxes. FIN 48 interprets the guidance in FASB
Statement of Financial Accounting Standards [SFAS] No. 109, Accounting for
Income Taxes. When FIN 48 is implemented, reporting entities utilize
different recognition thresholds and measurement requirements when compared to
prior technical literature. On December 30, 2008, the FASB Staff issued
FASB Staff Position [FSP] FIN 48-3, Effective Date of FASB Interpretation No. 48
for Certain Nonpublic Enterprises. Disclosure is not required of a loss
contingency involving an unasserted claim or assessment when there has been no
manifestation by a potential claimant of an awareness of a possible claim or
assessment unless it is considered probable that a claim will be asserted and
there is a reasonable possibility that the outcome will be unfavorable.
Using that guidance, as of July 31, 2009, the Company has no uncertain tax
positions that qualify for either recognition or disclosure in the financial
statements.
7
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Notes
to the Financial Statements
For
the quarterly period ended July 31, 2009 and the period March 31
(date
of inception) through July 31, 2009
(Unaudited)
Note
2: Property
and Equipment:
Property and equipment consist of the
following at July 31, 2009:
Drilling
and field equipment
|
$ | 1,472,423 | ||
Accumulated
depreciation
|
(27,868 | ) | ||
$ | 1,444,555 |
Depreciation
expense for the quarterly period ended July 31, 2009 and the period March 31,
2009 (date of inception) through July 31, 2009 was $20,901 and $27,868,
respectively.
Note
3: Notes
Payable – Related Party:
In April
2009, the Company assumed notes payable to a related party for a total of
$340,000. The notes bear interest at a rate of 10% and are due
December 31, 2009. The notes payable were able to be converted to
common stock at a conversion price of $.05 per share on or before May 20,
2009. On or before May 20, 2009 a total of $110,000 of the Company’s
outstanding debt was converted into a total of 2,200,000 shares of the Company’s
common stock. Subsequent to May 30, 2009 through the maturity of the
note the conversion price is 80% of the average trading price for the twenty
days prior to the election to convert, not to be less than $.20 per
share. The convertible price as of July 31, 2009 was $.57 per
share. As of July 31, 2009 the notes payable to a related party
totaled $230,000 with accrued interest payable of $5,750.
The
Company issued a note payable to a related party, who is a
shareholder. The notes bear interest at a rate of 12% with principal
and interest due December 1, 2009. As of July 31, 2009 the notes
payable to a related party totaled $5,130 with accrued interest payable of
$74.
The
Company issued a note payable to a related party, Hohle Oil Services Co, Inc.
The notes bear interest at a rate of 12% with principal and interest due
December 1, 2009. As of July 31, 2009 the notes payable to a related
party totaled $7,500 with accrued interest payable of $43.
Note
4: Related
Party Transactions:
On April
30, 2009, the Company assumed an agreement with Hohle Oil Services Co, Inc., to
operate the oil fields on behalf of the Company. The Company will pay
an operating fee of 5% of revenue on the first 500 barrels per day and 3% on the
revenue thereafter. Hohle Oil Services Co, Inc. is a privately
held company that is wholly owned by the President of the Company.
The
Company has an agreement with Plasma Energy Processes, Inc., the owner of which
is a shareholder of the Company, to rent commercial office space in Nevada and
California. The terms of the lease are month-to-month and call for
base rent in the amount of $1,800 per month. As of July 31, 2009 the
accrued rent payable of $5,400 is included in accrued expenses.
8
Eagle
Oil Holding Company, Inc.
(An
Exploration Stage Company)
Notes
to the Financial Statements
For
the quarterly period ended July 31, 2009 and the period March 31
(date
of inception) through July 31, 2009
(Unaudited)
Note 5:
|
Income
Tax Expense:
|
The tax
effects of temporary differences and carryforwards that give rise to deferred
tax assets consist of the following:
Three
months
|
Date
of
Inception
|
|||||||
ended
|
Through
|
|||||||
July
31,
|
July
31,
|
|||||||
2009
|
2009
|
|||||||
Deferred tax assets:
|
||||||||
Federal
and state net operating loss carryovers
|
$ | 33,000 | $ | 49,000 | ||||
Valuation
allowance
|
(33,000 | ) | (49,000 | ) | ||||
$ | - | $ | - |
The
Company has established a valuation allowance to reduce its deferred asset to an
amount that will more likely than not be realized. The net change in total
valuation allowance is as follows:
Beginning
valuation allowance
|
$ | 16,000 | ||
Change
in valuation allowance
|
33,000 | |||
Ending
valuation allowance
|
$ | 49,000 |
Note 6:
|
Commitments:
|
As noted
in Note 3, the Company entered into a rental agreement in the amount of $1,800
per month. The terms of the agreement are month to
month.
The
Company received notice on July 1, 2009 from the Texas Railroad Commission to
disconnect the pipeline until testing on a well is
certified. Management believes this issue is normal to the industry
and should be corrected without material effect on the Company’s financial
position.
The
Company entered into a service agreement as of June 1, 2009 with a management
company to provide management and administrative services. The terms
of the agreement state the Company will pay $12,500 per month and the agreement
expires May 31, 2012.
Note 7:
|
Sale
of Common Stock:
|
On or
before May 20, 2009 a total of $110,000 of the Company’s outstanding debt was
converted into a total of 2,200,000 shares of the Company’s common
stock.
9
Item
2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
The
following discussion of our financial condition and results of operations should
be read together with the financial statements and related notes included in
this Report. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ
materially from those anticipated in those forward-looking statements as a
result of certain factors, including, but not limited to, those contained in the
discussion on forward-looking statements that follows this section.
OVERVIEW
We are an
independent growth-oriented energy company engaged in the exploration and
production of oil through the development of repeatable, low geological
risk, high potential projects in the active East Texas oil and gas region.
We currently hold a 78% working interest in 173 wells located in the Historic
Woodbine Oil Field in East Texas, all of which are in need of reconditioning
before they can be returned to production. As of the date hereof,
four wells have already been reconditioned and are ready for
production. Prior to April 30, 2009, the Company was engaged in real
estate development projects and, on April 30, 2009, the last day of our prior
fiscal year, we acquired Eagle Oil Company and changed the focus of our business
to oil exploration and production. Since the acquisition of Eagle Oil
Company was accounted for as a reverse acquisition, this Quarterly Report
reflects our oil exploration and production business as if we were engaged in
such line of business for the entire period reported.
Results
of Operations
Expenses
Our
operating expenses for the three month period ended July 31, 2009 were $73,971
and were comprised primarily of payroll, professional fees and depreciation
expense. As our oil production recommences, we expect our expenses to
increase and to include the cost of field contractors and oil field operating
expenses. We also had interest expense for the three month period
ended July 31, 2009 of $5,866.
Our
operating expenses for the period commencing at inception and ended July 31,
2009 were $121,138 and were comprised primarily of payroll, professional fees
and depreciation expense. We also had interest expense for the period of
$5,866.
Liquidity
and Capital Resources
As of
July 31, 2009, the Company had total assets of $2,820,205 consisting of
$1,375,000 in net oil and gas rights and $1,444,555 in drilling and field
equipment. Since inception the Company has only had nominal
operations and has total current liabilities of $329,786. Our capital
requirements are dependent on several factors and are primarily related to our
oil production development expenses and our existing debt. Although in
connection with our auditor financials for our fiscal year ended April 30, 2009,
our independent auditor, determined that the Company’s continued existence of
the Company is dependent upon the ability to obtain additional
capital and/or debt financing needed to repay the current obligations of the
Company and its subsidiaries, we believe that cash to be generated by operations
will be sufficient to meet our anticipated cash for the next 12
months. If we are unable to commence oil production and sell our
products over the next 12 months, our cash generated from operations will likely
not be sufficient to fund operations. If cash generated from operations is
insufficient to satisfy our liquidity
requirements, we may seek to sell additional equity or debt securities or obtain
a credit facility. The sale of additional equity or convertible debt
securities could result in additional dilution to our stockholders. The
incurrence of indebtedness would result in an increase in our fixed obligations
and could result in borrowing covenants that would restrict our operations.
There can be no assurance that financing will be available in amounts or on
terms acceptable to us, if at all. If financing is not available when required
or is not available on acceptable terms, we may be unable to continue to grow
our business. In addition, we may be unable to take advantage of business
opportunities or respond to competitive pressures. Any of these events could
have a material and adverse effect on our business, results of operations and
financial condition.
10
Critical
Accounting Policies and Estimates
Our
discussion and analysis of its financial condition and results of operations are
based upon its financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates,
including those related to bad debts, income taxes and contingencies and
litigation. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under
different assumptions or conditions.
Off-Balance
Sheet Arrangements
We do not
currently have any off-balance sheet arrangements as defined in
Item 303(c)(2) of Regulation S-K.
Forward-Looking
Statements
The statement made above
relating to the adequacy of our working capital is a forward-looking statement
within the meaning of the Private Securities Litigation Reform Act of
1995. The statements that express the “belief,” “anticipation,” “plans,”
“expectations,” “will” and similar expressions are intended to identify
forward-looking statements.
The
results anticipated by any or all of these forward-looking statements might not
occur. Important factors, uncertainties and risks that may cause actual results
to differ materially from these forward-looking statements include matters
relating to the business and financial condition of any company we acquire. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events or
otherwise.
Item
3.
|
Quantitative
and Qualitative Disclosure about Market
Risk
|
Not
required for Smaller Reporting Companies
11
Item
4.
|
Controls
and Procedures
|
Not
required for Smaller Reporting Companies
Item
4T.
|
Controls
and Procedures
|
Evaluation
of Effectiveness of Disclosure Controls and Procedures
We
carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange
Act of 1934 under the supervision and with the participation of our chief
executive officer and chief financial officer of the effectiveness of the design
and operation of our “disclosure controls and procedures” as of the end of the
period covered by this Report.
Disclosure
controls and procedures are designed with the objective of ensuring that
(i) information required to be disclosed in an issuer’s reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms and
(ii) information is accumulated and communicated to management, including
our Principal Executive Officer and Principal Financial Officer, as appropriate
to allow timely decisions regarding required disclosures.
The
evaluation of our disclosure controls and procedures included a review of our
objectives and processes and effect on the information generated for use in this
Report. This type of evaluation will be done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.
Following
the Company’s April, 2009 business combination and pursuant to our evaluation,
our new management has commenced a redesign of the Company’s disclosure controls
and procedures and we believe that our disclosure controls and procedures are
being redesigned to provide reasonable assurance of achieving their objectives
in the future. In this evaluation, our chief executive officer and
chief financial officer have concluded that our disclosure controls and
procedures are not effective in timely alerting him to material information
relating to Eagle Oil Holding Company, Inc. required to be included in our
periodic reports filed with the SEC as of the end of the period covered by this
Report.
However,
a control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Management necessarily applied its judgment in assessing the benefits
of controls relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the company have been
detected. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. Because of the inherent limitations
in a control system, misstatements due to error or fraud may occur and may not
be detected. The
deficiency identified was the Company’s limited segregation of duties amongst
the Company’s employees with respect to the Company’s control activities. This
deficiency is the result of the Company’s limited number of employees. This
deficiency may affect management’s ability to determine if errors or
inappropriate actions have taken place. Management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
changes in our disclosure controls and procedures.
12
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)) during the three months ended July 31,
2009, that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1.
|
Legal
Proceedings.
|
Not
Applicable.
Item
1A.
|
Risk
Factors.
|
Not
Applicable.
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds.
|
Not
Applicable.
Item
3.
|
Defaults
Upon Senior Securities.
|
Not
Applicable.
Item
4.
|
Submission
of Matters to a Vote of Security
Holders.
|
Not
Applicable.
Item
5.
|
Other
Information.
|
Not
Applicable.
Item
6.
|
Exhibits.
|
Exhibit
|
||
Number
|
Description
|
|
31
|
PEO
and PFO certifications required under Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
32
|
PEO
and PFO certifications required under Section 906 of the Sarbanes-Oxley
Act of 2002
|
13
SIGNATURES
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.
Date:
September 17, 2009
|
EAGLE
OIL HOLDING COMPANY, INC.
|
|
By:
|
/s/ Brian Wilmot
|
|
Brian
Wilmot
|
||
Chief
Executive Officer and Chief
Financial
Officer
|
14