ITEM 1. BUSINESS.
We are not engaged in any business activities, and we are considered to be a shell company. We are currently evaluating potential businesses in which we may engage or which we may acquire.
From April 2009 until July 13, 2012, through our subsidiaries, we were engaged in design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. We were not able to generate profit from operations for during this period. For the past several years, we financed our operations primarily from funds provided by our officers and directors.
On July 13, 2012, pursuant to agreements with one of our former directors, we transferred the stock in our subsidiaries and our 35% ownership in an inactive company to the former director in exchange for cancellation of debt totaling $100,000. As a result of the transfer of the subsidiaries, we were no longer engaged in the lighting solutions business. We transferred the stock of the subsidiaries because we felt that, as a result of our continuing losses and our inability to develop the business as we had planned, it was not in our best interest to continue in this business.
On July 14, 2012 Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA acquired, for nominal consideration, 24,988,621 shares of common stock from the director who acquired the subsidiaries and 19,401,160 shares of common stock from our then chief executive officer, who was also a director. On July 18, 2012, Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (“Butler Roth IRA”) and the Company entered into a loan agreement pursuant to which the Butler Roth IRA agreed to lend us up to $150,000, for which we issued our 6% demand promissory note in the principal amount of $150,000. The securities were issued in Mr. Butler’s name.
On September 14, 2012, we entered into agreement pursuant to which we issued to Terry Butler, our sole director and chief executive officer, 104,829,750 shares of common stock and 5,000,000 shares of a newly-created series of preferred stock, which is designated as the series A convertible preferred stock, in consideration of the cancellation of debt due to the Butler Roth IRA in the amount of $819,319.
On May 23, 2013, Mr. Butler sold to Jia Hang 146,265,531 shares of common stock and 5,000,000 shares of series A convertible preferred stock for a total consideration of $300. The preferred stock became convertible into 100,000,000 shares of common stock on May 30, 2013, upon the filing of an amendment to our articles of incorporation increasing our authorized common stock to 400,000,000 shares. Upon such conversion Mr. Hang owned 246,265,531 shares of common stock, representing 72.5% of the then outstanding common stock.
We initially planned to focus on providing an internet based security system to companies that would like to replace security guards with video cameras that are monitored 24/7. We would seek to integrate hardware and software to provide a seamless solution. The 24/7 monitoring would be designed to help prevent crimes and property damage by the constant monitoring. Through February 28, 2014, we did not generate any revenue from this new proposed business, and we discontinued our efforts with respect to that business.
We are presently considering providing enhanced oil recovery services and supplying materials to existing operators of oil fields in Indonesia. We cannot assure you that we will be able to enter this business, which is subject to numerous regulations and licensing requirements. It will be necessary or us to hire qualified marketing and skilled technical personnel who are familiar with the Indonesian market and the oil recovery business. This industry is highly competitive, and there are companies engaged in this business that are well capitalized and have relationships with oil field owners. There are significant other risks involved in this business. During September 2013, our board of directors approved the creation of subsidiary under the laws of Republic of Indonesia in which we will have a 95% interest. As of May 27, 2014, the application is still being reviewed by the Indonesian government. We cannot assure you that we will be able to develop this business in the manner which we plan or that, if we develop this business, we will be able to generate revenue or profits from its operations. We are also considering other structures which will enable us to engage in this business in Indonesia and other potential business opportunities not related to the enhanced oil recovery business. We cannot assure you that we will be successful in identifying and entering any business.
As a result of the change in our business, at February 28, 2013, we became a shell corporation and the assets of the spun off subsidiaries were not included in assets, and, for the period ended February 28, 2013, the results of operations of the spun off entities through July 13, 2012 are reflected as a loss from operation of entities spun off.
Organization
We are a Nevada corporation incorporated on November 29, 2006, under the name Sparking Events, Inc. Our corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010 and Cala Energy Corp. in September 2013
Our corporate offices are located at 777 South Post Oak Lane, One Riverway, Suite 1700, PMB #1554, Houston, TX 77056, telephone (281) 667-9360. We do not currently have a website.
Our Business
We are a shell company, and we are presently evaluating potential businesses in which we would engage or which we would acquire. As of the date of this report we have no agreement with respect to any business activities or any acquisition. Our efforts in identifying a prospective target business are not limited to a particular industry or geography. We presently do not have sufficient funds to finance any business activities. Thus, part of our strategy, would be to either acquire or engage in a business which does not require us to provide any financing or for which a financing would be completed in connection with such business activities.
We have not established any other specific attributes, criteria (financial or otherwise) or guidelines for prospective businesses. Because we do not have any cash, if we acquire a business, our ability to negotiate will be severely restricted by our cash position. As a result, if we make an acquisition, it is likely that we would issue a controlling interest to the shareholders of the acquired business, with the result that our stockholders will suffer extreme dilution.
If we enter into a business, we would seek to require either that the management of the business provide sufficient funding to enable the business to operate without additional funding from us or the nature of the business is such that it can generate cash flow to fund basic operations. It is possible that, if we engage in a business, additional directors would be elected and new management would be responsible for our day-to-day operations.
Any new business in which we become engaged or which we may acquire may come to our attention through relationships with our large stockholders and consultants.
ITEM 1A.
ITEM 1A. RISK FACTORS.
You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Information Regarding Forward Looking Statements.” The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believes are immaterial may also impair our business operations. If any of the following risks actually occur, our businesses, financial condition or results of operations could be materially adversely affected, the value of the common stock could decline, and you may lose all or part of your investment.
We are not engaged in any business activities and we cannot assure you that we will engage in any business.
We are not engaged in any business. Following the transfer of our former operating subsidiaries, we planned to develop a business providing an internet based security system to companies that would like to replace security guards with video cameras that are monitored 24 hours a day, seven days a week. We were not able to develop that business and are currently looking for a new business which we can develop or acquire. We cannot assure you that we will be able to develop any business activities or that we will be able to operate any such business profitably.
We have no generated any revenue from operations, and our expenses are continuing.
Since we transferred our operating subsidiaries, we have not generated any revenues, and the only business activities were general and administrative expenses incurred in connection with our SEC filings and our efforts to investigate potential business activities in which we could be engaged. Thus, we incurred a loss from continuing operations of $443,000 for the year ended February 28, 2013. We are continuing to incur these expenses, with no assurance that we will conduct a business in the future.
Our auditors have issued a going concern qualification in their report on our financial statements.
At February 28, 2014, we were not engaged in any business activities. During the years ended February 28, 2014 and 2013, we did not generate any revenue and incurred a loss from operations and net loss of approximately $260,000 for the year ended February 28, 2014 and a loss from operations of approximately $350,000 and a net loss from continuing operations of approximately and $443,000 for the year ended February 28, 2013. We had a stockholders’ deficit of approximately $180,000 at February 28, 2014. In addition, we had a negative cash flow in operating activities of approximately $145,000 and $281,000 for the years ended February 28, 2014 and 2013, respectively. Our auditor’s report states that these matters raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to continue as a going concern.
We do not have adequate internal controls
Since we only have one employee, who is our chief executive officer, and he is responsible for all book entries, we do not have adequate internal controls over financial reporting. We do not anticipate that we will be able to implement internal controls over financial reporting until and unless we commence operations and we have sufficient available cash to enable us to engage the necessary personnel and implement the necessary accounting systems. Even if we have sufficient cash, it is likely that there will be a significant delay between the time we commence business activities and have fully implemented internal controls over financial reporting.
We do not have the funds necessary to develop a business.
As February 28, 2014, we had nominal cash and no other assets. Accordingly, we do not have the cash or funding availability to finance our business. If we are able to operate a new business, we will need to either raise funding simultaneously with the commencement of operations or operate a business that does not have significant cash requirements. If we make an acquisition, although we would seek to have the acquisition completed contemporaneously with a financing, we cannot assure you that we will be able to do so. Our inability to provide or obtain adequate funding for any business in which we may engage or which we may acquire will impair our ability to operate profitably. Further, if we are able to raise money in the equity market, our shareholders will be significantly diluted.
We are not limited in the nature of the business in which we may engage or the geographical location of that business.
We have neither cash nor funding resources. In seeking a business which we can operate or acquire, we are not limited in either the nature of our business or the geographical location in which the business is located. If our business is conducted primarily outside of the United States, it will be subject to laws and regulations which may be significantly different from those of the United States with which we may have difficulty complying, which may require us to incur significant compliance expenses or which may affect our ability to pay dividends. We cannot predict the effects of any such laws or regulations.
Because we do not know the nature of any business which we may enter or acquire, we cannot identify the risks associated with such business.
Because we are not engaged in any business at the present time and do not have any agreements with respect to any prospective business, we do not know the exact nature of the risks associated with any business in which we may engage. We cannot assure you that we would be able to adequately address these additional risks. If we were unable to do so, our operations might suffer. Additionally, if we engage in a business or acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our executive officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive officers under Federal securities laws.
Because our common stock is not registered pursuant to the Securities Exchange Act of 1934, you will not have the benefit of protections provided by that Act.
The Securities Exchange Act requires companies whose securities are registered under that Act to provide shareholders with a proxy statement or information statement in connection with actions taken by shareholders, requires officers, directors and 10% shareholders to pay to the issuer short-term profits and requires 5% stockholders to report their holding in a filing with the SEC. Because we are not subject to the these requirements and because approximately 72.5% of our shares of common stock are owned by one shareholder, we are not required to provide our shareholders with any information on actions may be taken by shareholders, and our principal shareholder can take any action without providing information to the shareholders other than in an 8-K filing after such action is taken. Further, any investors who hold restricted shares will not be able to sell shares under Rule 144 as long as we are a shell corporation.
Risks Related to our Common Stock
There is a limited market for our common stock, which may make it difficult for you to sell your stock.
Our common stock trades on the OTCQB under the symbol “OILL.” There is a limited trading market for our common stock and there is frequently no trading in our common stock, and, as of May 28, 2014, the last reported sale price was $0.03 per share, at which time the most recent sale was on May 21st. There are many days on which there is no trading in our stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.
Because our largest stockholder owns approximately 72.5% of our common stock, he can take actions requiring stockholder consent without the approval of other stockholders.
Our largest stockholder owns approximately 72.5% of our common stock. Accordingly, he has the ability to elect all of our directors and to take any other action that requires stockholder approval without consulting other stockholders and without the participation of other stockholders. As long as our common stock is not registered pursuant to the Securities Exchange Act, this stockholder can take action without notice to the other stockholders unless stockholder action is reported on a Form 8-K.
We do not intend to solicit stockholder approval for any business we may engage in or acquire.
If we enter a new business or acquire a business, the decision will be made by our directors. We presently have one director, who would make the decision on this matter. If stockholder approval is required under Nevada law in connection with any transaction, such approval may be obtained by the written consent of our largest stockholder, who owns 72.5% of our outstanding common stock.
Because our common stock is a penny stock, you may have difficulty selling them in the secondary trading market.
Federal regulations under the Securities Exchange Act of 1934 regulate the trading of “penny stock,” which are generally defined as any security not listed on a national securities exchange or Nasdaq, priced at less than $5.00 per share and offered by an issuer with limited net tangible assets and revenues. Our common stock is a penny stock and may not be traded unless a disclosure schedule explaining the penny stock market and the risks associated therewith is delivered to a potential purchaser prior to any trade.
In addition, because our common stock is a penny stock, broker-dealers may not process trades in our stock and brokers that do permit trades in our stock must take certain steps prior to selling a penny stock, which steps include:
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Obtaining financial and investment information from the investor;
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Obtaining a written suitability questionnaire and purchase agreement signed by the investor; and
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Providing the investor a written identification of the shares being offered and the quantity of the shares.
If these penny stock rules are not followed by the broker-dealer, the investor has no obligation to purchase the shares. The application of these comprehensive rules will make it more difficult for broker-dealers to sell our common stock and our shareholders, therefore, may have difficulty in selling their shares in the secondary trading market, and some broker-dealers will not process purchases or sales of penny stocks.
Our stock price may be volatile and your investment in our common stock could suffer a decline in value.
As of May 26, 2014, there has only been limited trading activity in our common stock. There can be no assurance that a market will ever develop in our common stock in the future. If a market does not develop then investors would be unable to sell any of our common stock likely resulting in a complete loss of any funds therein invested.
Should a market develop, the price may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include:
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the market’s perception as to our ability to develop or acquire a business;
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our ability or perceived ability to obtain necessary funding for operations;
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if we do develop or acquire any business, such factors as:
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acceptance of our products in the industry;
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announcements of technological innovations or new products by us or our competitors;
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the effect of any regulatory issues relating to the business;
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if the business is conducted in a country outside of the United States, risks associated with that country, its currency, including currency regulations, its government’s policy toward United States entities operating in the country;
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government regulatory action affecting our products or our competitors’ products in both the United States and foreign countries;
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developments or disputes concerning patent or proprietary rights;
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the effects of environmental conditions and regulations;
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economic conditions in the United States or abroad;
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actual or anticipated fluctuations in our operating results;
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broad market fluctuations; and
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changes in financial estimates by securities analysts.
We do not intend to pay any cash dividends in the foreseeable future.
We have not paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not Applicable.
ITEM 2.
ITEM 2. PROPERTIES.
We do not own or lease any property.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There are no material legal proceedings pending against us.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information.
Our common stock trades on the OTCQB under the symbol OILL. The former symbol for our common stock was XODG. The stock has been quoted since April 2009. However, there were no reported trades until September 2009. The following table sets forth the range of quarterly high and low closing prices of our common stock as reported during the years ending February 28, 2014 and 2013 These prices reflect inter-dealer quotations, do not include retail markups, markdowns or commissions and do not necessarily reflect actual transactions.
As of May 28, 2014, the last reported bid price for our common stock was $0.03 per share. At that date, the last reported sale was at $0.03 on May 21, 2014.
Shareholders
As of May 28, 2014, we had approximately 289 shareholders of record of our common stock.
Transfer Agent
The transfer agent for the common stock is Island Stock Transfer Inc., 100 Second Avenue South, Suite 705S, St. Petersburg, Florida 33701, telephone (727) 289-0010.
Dividend Policy
We have not paid dividends and we do not anticipate paying dividends in the near future.
Equity Compensation Plans
The following table summarizes the equity compensation plans under which our securities have been or may be issued as of February 28, 2014.
The 2010 long-term incentive plan is the equity compensation plan that was approved by stockholders.
At February 28, 2013, we did not have any equity compensation plans that were not approved by stockholders.
Recent Sales of Unregistered Securities
None
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Not required for smaller reporting companies.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from results discussed in the forward-looking statements, see “Forward Looking Statements.”
Overview
Prior to July 13, 2012, through our subsidiaries we were engaged in design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. We were not able to generate profits from this business and , for the past several years we financed our operations primarily through funds provided by our officers and directors.
On July 13, 2012, pursuant to agreements with one of our former directors, we transferred the stock in our subsidiaries and our 35% ownership in an inactive company to the former director in exchange for cancellation of debt totaling $100,000. As a result of the transfer of the subsidiaries, we were no longer engaged in the lighting solutions business. We transferred the stock of the subsidiaries because we felt that, as a result of our continuing losses and our inability to develop the business as we had planned, it was not in our best interest to continue in this business.
On July 14, 2012 Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA acquired, for nominal consideration, 24,988,621 shares of common stock from the director who acquired the subsidiaries and 19,401,160 shares of common stock from our then chief executive officer, who was also a director. On July 18, 2012, Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA (“Butler Roth IRA”) and the Company entered into a loan agreement pursuant to which the Butler Roth IRA agreed to lend us up to $150,000, for which we issued our 6% demand promissory note in the principal amount of $150,000. The securities were issued in Mr. Butler’s name.
On September 14, 2012, we entered into agreement pursuant to which we issued to Terry Butler, our sole director and chief executive officer, 104,829,750 shares of common stock and 5,000,000 shares of a newly-created series of preferred stock, which is designated as the series A convertible preferred stock, in consideration of the cancellation of debt due to Mr. Butler in the amount of $819,319.
On May 23, 2013, Mr. Butler sold to Jia Hang 146,265,531 shares of common stock and 5,000,000 shares of series A convertible preferred stock for a total consideration of $300. The preferred stock became convertible into 100,000,000 shares of common stock on May 30, 2013, upon the filing of an amendment to our articles of incorporation increasing our authorized common stock to 400,000,000 shares. Upon such conversion Mr. Hang owned 246,265,531 shares of common stock, representing 72.5% of the then outstanding common stock.
We initially planned to focus on providing an internet based security system to companies that would like to replace security guards with video cameras that are monitored 24/7. We would seek to integrate hardware and software to provide a seamless solution. The 24/7 monitoring would be designed to help prevent crimes and property damage by the constant monitoring. Through February 28, 2013, we did not generate any revenue from this new proposed business, and we are currently looking for a new business to acquire.
We are presently considering providing enhanced oil recovery services and supplying materials to existing operators of oil fields in Indonesia. We cannot assure you that we will be able to enter this business, which is subject to numerous regulations and licensing requirements. It will be necessary or us to hire qualified marketing and skilled technical personnel who are familiar with the Indonesian market and the oil recovery business. This industry is highly competitive, and there are companies engaged in this business that are well capitalized and have relationships with oil field owners. There are significant other risks involved in this business. During September 2013, our board of directors approved the creation of subsidiary under the laws of Republic of Indonesia in which we will have a 95% interest. As of May 27, 2014, the application is still being reviewed by the Indonesian government. We cannot assure you that we will be able to develop this business in the manner which we plan or that, if we develop this business, we will be able to generate revenue or profits from its operations. We are also considering other structures which will enable us to engage in this business in Indonesia and other potential business opportunities not related to the enhanced oil recovery business. We cannot assure you that we will be successful in identifying and entering any business.
As a result of the change in our business, at February 28, 2013, the assets of the spun off subsidiaries were not included in assets, and, for the period ended February 28, 2013, the results of operations of the spun off entities through July 13, 2012 are reflected as a loss from operation of entities spun off.
Significant Accounting Estimates and Policies
The discussion and analysis of our financial condition and results of operations is based upon our financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an on-going basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of our products, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the 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.
Going Concern Qualification
The consolidated financial statements included in this Form 10-K have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At February 28, 2014, we were not engaged in any business activities. During the years ended February 28, 2014 and 2013, we did not generate any revenue, and we incurred a loss from operations and net loss of approximately $260,000 for the year ended February 28, 2014 and a loss from operations of approximately $350,000 and a net loss from continuing operations of approximately and $443,000 for the year ended February 28, 2013. We had a stockholders’ deficit of approximately $180,000 at February 28, 2014. In addition, we had a negative cash flow in operating activities of approximately $145,000 and $281,000 for the years ended February 28, 2014 and 2013, respectively. Our auditor’s report states that these matters raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to continue as a going concern.
Revenue Recognition
Our revenue recognition policies are in compliance with ASC 605. Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Discounts provided to customers by us at the time of sale are recognized as a reduction in sales as the products are sold. Sales taxes are not recorded as a component of sales.
Impairment of Long-Lived Assets
We account for the impairment and disposition of long-lived assets in accordance with ASC 360, Property, Plant and Equipment. We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.
The assumptions used by management in determining the future cash flows are critical. In the event these expected cash flows are not realized, future impairment losses may be recorded.
Comprehensive Income
Comprehensive income includes accumulated foreign currency translation gains and losses. We have reported the components of comprehensive income on its statements of stockholders’ equity.
Income Taxes
We account for income taxes in accordance with ASC 740, Income Taxes, which requires that we recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
We adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. We must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. We did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.
Gain (Loss) on Exchange
Foreign-currency transactions, which related to the operations of the spun-off entities, are recorded in New Taiwan dollars (“NTD”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into NTD, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income.
Recent accounting pronouncements
We considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.
RESULTS OF OPERATIONS
Years Ended February 28, 2014 and 2013
We had no revenue for the years ended February 28, 2014 (“fiscal 2014”) or 2013 (“fiscal 2013”). General and administrative expenses, which consisted primarily of professional fees and payroll, were $260,000 for fiscal 2014 and $351,000 for fiscal 2013, a decrease of approximately 26%. We incurred interest expense of $92,000 in for fiscal 2013, which represents a loss on extinguishment of debt. As a result, we incurred a loss of $260,000 for fiscal 2014 as compared with a loss from continuing operations of $443,000 for fiscal 2013.
The loss from operations spun off in fiscal 2013, representing the net loss from our lighting solutions business, which was discontinued with the spin off of our former subsidiaries, was $244,000, or $0.00 per share (basic and diluted).
As a result of the foregoing, our net loss for fiscal 2014 was $260,000, or $0.00 per share (basic and diluted),and our net loss for fiscal 2013 was $687,000, or $0.01 per share (basic and diluted). Basic and diluted loss per share is the same since convertible securities are anti-dilutive.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At February 28, 2014, we had a cash balance of $36,000, representing the balance of cash received from the private placement of securities, and a working capital deficiency of approximately $180,000.
During fiscal 2014, we financed our operations principally through the sale of common stock, from which we received $300,000, of which $125,100 was used to pay loans to our chief executive officer and sole director.
During fiscal 2013, we used $341,000 in our continuing operations, which reflected our net loss of $687,000 and the amortization of deferred assets of $168,000, the $92,000 loss from extinguishment of debt and a decrease in current liabilities of $86,000. We had no cash flow from investing activities. Cash flow from financing activities was $287,000, consisting primarily of proceeds of loans from related parties and financing activities of the entity spin off.
We believe that we require significant financing for our operations. Because of the absence of both operating activities, we may difficulty raising additional funds through the sale of our equity or debt securities without a plan to engage in or acquire a specific business. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Not applicable for smaller reporting companies.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements start on page.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive and financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.
Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive and financial officer. Based on that evaluation, our chief executive and financial officer concluded that because of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of February 28, 2014.
Management’s Report of Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of February 29, 2012. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of February 28, 2013, management identified material weaknesses related to (i) the U.S. GAAP expertise of our internal accounting staff prior to the spin off of our former subsidiaries, (ii) our internal audit functions, and (iii) a lack of segregation of duties within accounting functions. As of February 28, 2014, we had one employee, who was our chief executive and financial officer. As a result there was no segregation of duties.
A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
From 2009 until July 2012, our subsidiaries were engaged in providing LED products and lighting solutions primarily in the Republic of China. Those subsidiaries are no longer owned by us, and the assets and liabilities of the subsidiaries are not part of our consolidated financial statements. At present we have no operations. We do not have either the personnel or the financial resources to implement the necessary controls. At such time as we either commence business operations or acquire a business, we will evaluate the steps necessary for us to implement the necessary financial controls. We recognize that, unless we acquire an entity that has financial controls in place, it will take a significant amount of time and money to evaluate the financial controls existing at that time and develop and implement a program of financial controls.
Since we only have one director, we do not have an audit committee. At such time as we are operating a business, we intend to elect additional directors, who will be independent and one of whom could serve as the audit committee financial expert.
This annual report does not include an attestation report of our registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
The conclusion of chief executive officer and chief financial officer regarding our disclosure controls and procedures is based solely on management’s conclusion that our internal control over financial reporting was not effective.
Management does not believe that there have been any changes in our internal control over financial reporting, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth certain information with respect to our directors and executive officers.
Terry Butler has been our chief executive officer, chief financial officer and a director since July 2012. For more than the past five years, Mr. Butler has been a private investor.
We have no audit, compensation or nominating committee. The functions of these committees are performed by the board of directors. We do not have an independent director.
Code of Ethics
We have not adopted a code of ethics as of the date of this report
Board Attendance
During 2013, the board of directors did not hold any meetings. All actions were taken by actions in writing.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following summary compensation table indicates the cash and non-cash compensation earned during the years ended February 28, 2014 and 2013 by each person who served as chief executive officer and chief financial officer during the year ended February 28. 2013.
SUMMARY COMPENSATION TABLE
Executive Employment Contracts
We have no employment agreements with any of our officers.
Equity Compensation Plan Information
Our board of directors and stockholders approved the 2010 long term incentive plan, which covers the issuance of 2,000,000 shares. No shares have been issued under the plan and there are no outstanding options under the plan..
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides information at to shares of common stock beneficially owned as of May 27, 2014:
●
each director and nominee for director;
●
each officer named in the summary compensation table;
●
each person owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5% of our common stock; and
●
all directors and executive officers as a group.
None of the persons named in the table hold options or other rights to acquire common stock.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
During the year ended February 28, 2013, we borrowed $125,100 from Mr. Butler for working capital. This loan was repaid during the year ended February 28, 2014 from the proceeds of a private placement.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Since we do not have a formal audit committee, our board of directors serves as our audit committee. We have not adopted pre-approval policies and procedures with respect to our accountants. All of the services provided and fees charged by our independent registered accounting firms were approved by the board of directors.
The following is a summary of the fees for professional services rendered by Simon & Edward, LLP for the years ended February 28, 2014 and 2013.
Audit fees. Audit fees represent fees for professional services performed by Simon & Edward for the audit of our 2014 and 2013 annual financial statements.
Audit-related fees. We did not incur any other fees for services performed by and Simon & Edward.
Tax Fees. We incurred tax service fee in amount of $1,000 and $0 for the years ended February 28, 2014 and 2013, respectively.
Other fees. Simon & Edward did not receive any other fees during 2014 and 2013.
ITEM 15.
ITEM 15. EXHIBITS, FINANIAL STATEMENT SCHEDULES
(1)
Incorporated by reference to the Form 8-K filed by the Company on April 24, 2009.
(2)
Incorporated by reference to the Company’s registration statement on Form S-8, File No. 333-169007, which was filed on August 23, 2010.
* filed herewith.
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 hereunto duly authorized.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
Signature
Title
Date
/s/ Terry Butler
Chief Executive and Financial Officer and Director (Principal Executive,
Financial and Accounting Officer)
May 29, 2014
Terry Butler
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
17700 Castleton Street, Suite 488
City of Industry, CA 91748, U.S.A.
Tel: +1 626 854 6500
Fax: +1 626 854 6505
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Cala Energy Corp. and Subsidiary
We have audited the accompanying consolidated balance sheets of Cala Energy Corp. and subsidiary (the “Company”) as of February 28, 2014 and 2013, and the related consolidated statements of operations and other comprehensive loss, changes in stockholders’ deficit and cash flows for each of the two years in the period ended February 28, 2014. The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cala Energy Corp. and subsidiary as of February 28, 2014 and 2013, and the results of its operations and its cash flows for the years ended February 28, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company is not engaged in any business activities, has not generated any revenue from continuing operations during the past two fiscal years, has a stockholders’ deficiency of $179,793 and will additional financing if it is to engage in any business activities. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Simon & Edwards, LLP
City of Industry, California
May 20, 2014
CALA ENERGY CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of the consolidated financial statements.
CALA ENERGY CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of the consolidated financial statements.
* Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities are anti dilutive.
CALA ENERGY CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
The accompanying notes are an integral part of the consolidated financial statements.
CALA ENERGY CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of the consolidated financial statements.
CALA ENERGY CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2014 and 2013
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Cala Energy Corp. (the “Company”) is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. The Company’s corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010 and Cala Energy Corp. in September 2013.
Prior to May 31, 2012, the Company, through its subsidiaries, was engaged in the design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. The Company’s wholly-owned subsidiaries, Xodtec Technology Co., Ltd. (“Xodtec”); Targetek Technology Co., Ltd. (“Targetek”); UP Technology Co., Ltd. (“UP”), are organized under the laws of the Republic of China (Taiwan). The Company also owns a 35% interest in Radiant Sun Development S.A., an inactive company organized under the laws of the Independent State of Samoa (“Radiant Sun”).
On July 13, 2012, pursuant to agreements dated June 5, 2012 and July 13, 2012, the Company sold to Hui-Yun Lo, who was then a director, all of the Company’s equity interest in Xodtec, Targetek and UP and its 35% interest in Radiant Sun in exchange for the cancellation by Ms. Lo of notes payable to Ms. Lo in the total principal amount of $100,000. As a result of these transactions, the Company had spun off the wholly-owned subsidiaries.
At February 28, 2013, the assets and liabilities of the spun off subsidiaries were not included in assets or liabilities of the Company and the results of operations of the spun off entities through July 13, 2012 are reflected as a net loss from spun off entities.
On July 10, 2013, Cala Energy International Corp., a wholly owned subsidiary of Cala Energy Corp., was organized on July 10, 2013 under the laws of the Nevada.
During September 2013, the Company approved on creating an Indonesian subsidiary under the laws of Republic of Indonesia in which the Company will have a 95% interest. As of February 28, 2014, the application is still being reviewed by the Indonesian government.
The consolidated financial statements include the accounts of Cala Energy Corp. and its wholly owned subsidiary, Cala Energy International Corp. (collectively referred as “the Company"). As of February 28, 2014, the Company has no material operating activities.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.
Segment Information
ASC 280 requires companies to report information about operating segment in interim and annual financial statements. It also requires segment disclosures about products and services geographic and major customers. The Company has determined that it does not have any separately reportable operating segments.
Advertising and Promotion Costs
Costs associated with advertising and promotions are expensed as incurred. The Company did not incur any advertising and promotion costs for the years ended February 28, 2014 and 2013.
CALA ENERGY CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2014 and 2013
Fair Value of Financial Instruments
The fair values of the Company’s accrued expenses and other current liabilities approximate their carrying values due to the relatively short maturities of these instruments. The carrying value of the Company’s short and long term debt approximates fair value based on management’s best estimate of the interest rates that would be available for similar debt obligations having similar terms at the balance sheet date.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
The Company adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25.
Net Loss per Share
The Company calculates its basic and diluted earnings per share in accordance with ASC 260. Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive warrants and options and convertible securities.
NOTE 3 - GOING CONCERN MATTERS
The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements, during the years ended February 28, 2014 and 2013, the Company did not engage in any business activities or generate any revenue, and the Company incurred a loss from operations and net loss of approximately $260,000 for the year ended February 28, 2014 and a loss from operations of approximately $350,000 and a net loss from continuing operations of approximately and $443,000 for the year ended February 28, 2013. The Company has a stockholders’ deficit of approximately $180,000 at February 28, 2014 and $219,639 at February 28, 2013. In addition, the Company had a negative cash flow in operating activities of approximately $145,000 and $281,000 for the years ended February 28, 2014 and 2013, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may seek funding through additional issuance of common stock and/or borrowings from financial institutions; however, market conditions, together with the absence of an active trading market in the Company’s common stock and the trading price of the common stock make it difficult for the Company to raise cash from the sale of equity and the Company’s financial condition make it extremely difficult to borrow funds. The Company is actively evaluating potential business opportunities and does not anticipate that it will be able to raise any significant funding except in connection with a potential new business activities. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.
CALA ENERGY CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2014 and 2013
NOTE 5 - RELATED PARTY TRANSACTIONS
NOTE 6 - CAPITAL STOCK
On September 14, 2012, the Company issued 104,829,750 shares of common stock and 5,000,000 shares of a newly-created series of preferred stock, which is designated as the Series A Convertible Preferred Stock, to the Company’s chief executive officer and sole director in consideration of the cancellation of debt due to him in the amount of $819,319. Under ASC 470-50, the Company recognized a loss on extinguishment of the debt in the amount of $59,319 which is recorded as interest expense.
On September 14, 2012, the Company entered into an agreement dated September 12, 2012 with a consultant whereby the Company issued 8,156,500 shares of common stock in consideration of the cancellation of debt due to the consultant in the amount of $32,626. Under ASC 470-50, the Company recognized a loss on extinguishment of the debt in the amount of $32,626 which was recorded as interest expense.
On September 25, 2012, the Company filed a certificate of designation setting forth the rights, preferences and privileges of a new series of preferred stock designated as the series A convertible preferred stock. Each share of series A preferred stock is convertible into 20 shares of common stock. However, the series A preferred stock should not be convertible into common stock until such date as the Company increase the number of authorized shares of common stock, either by an increase in the authorized common stock or a reverse split or combination of shares such that there are a number of authorized shares of common stock that are available, free from preemptive rights, equal to the maximum number of shares of common stock issuable upon conversion of the number of authorized shares of series A preferred stock.
On May 30, 2013, the Company amended its articles of incorporation to increase the authorized common stock from 225,000,000 shares to 400,000,000 shares. The par value of $0.001 per share remained unchanged.
During May 2013, the Company sold 40,000,000 shares of its common stock at its fair value $0.005 per share to investors, for which it received a total of $200,000.
In June 2013, the 5,000,000 shares of series A convertible preferred stock were converted into 100,000,000 shares of common stock.
During October and November 2013, the Company sold 5,000,000 shares of its common stock at its fair value $0.02 per share to investors, for which it received a total of $100,000.
NOTE 7- INCOME TAXES
The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.
NOTE 8 - SPIN-OFF OF SUBSIDIARY TRANSACTION
On July 13, 2012, pursuant to agreements dated June 5, 2012 and July 13, 2012, the Company entered into agreement with Ms. Lo, who was then a director, pursuant to which all equity interest in its subsidiaries and its 35% interest in Radiant Sun were transferred to Ms. Lo for the cancellation of notes payable to Ms. Lo in the total principal amount of $100,000. As a result of these transactions, the Company had spun off wholly-owned subsidiaries as of February 28, 2013 and for period July 13, 2012 to February 28, 2013.
CALA ENERGY CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2014 and 2013
NOTE 8 - SPIN-OFF OF SUBSIDIARY TRANSACTION (Continued)
At February 28, 2013, the assets and liabilities of the spun off entities were not included in assets or liabilities of the Company, and, for the period ended February 28, 2013, the results of operations of the spun off entities through July 13, 2012 are reflected as a net loss from spun off entities.
As a part of the spin off transaction of the Company’s subsidiaries, the net liabilities of the subsidiaries were adjusted to additional paid in capital.
The components of loss from operations of the entities spun off for the year ended February 28, 2013 are shown below:
SPUN OFF SUBSIDIARIES OF CALA ENERGY CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended February 28, 2013