The accompanying notes are an integral part of these condensed financial statements
Abby, Inc.
(An Exploration Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
August 31, 2013
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Abby, Inc. (the “Company”) was incorporated under the laws of the State of Colorado on Dec 11, 2000. The Company was dormant until July 2009, when it entered into an agreement to acquire an oil and gas lease in Thailand. The Company is “an exploration stage company” and has formulated a business plan to investigate the possibilities of a viable gas deposit. The Company has adopted November 30
th
as its fiscal year end.
The interim financial statements for the three and nine months ended
August 31, 2013 and August 31, 2012 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included, and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K, for the year ended November 30, 2012, as filed with the SEC.
NOTE 2 –SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
INVESTMENT IN OIL AND NATURAL GAS PROPERTIES
The Company follows the successful efforts method of accounting and will capitalize successful wells and related leasehold costs. Acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole costs are expensed. Development costs, including costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves are capitalized.
These costs are amortized using the unit of production method. Dry hole and related leasehold costs are expensed.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets.
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. There were no dilutive common stock equivalents outstanding at August 31, 2013.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
CONCENTRATION OF CREDIT RIS
K
The Company does not have any concentration of financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of any recent accounting pronouncements will have a material impact to its financial statements.
NOTE 3 – OIL AND GAS LEASE
The Company purchased an oil & gas lease located in Phetchabun, Thailand on July 17, 2009. The Company purchased this lease by issuing 3,000,000 shares of common stock valued at $.005 per share for an aggregate value of $15,000 (to a related party). As no viable reserves have been identified, management recorded an impairment loss for $15,000 during the year ended November 30, 2009. This amount has been reflected in the statement of operations as an impairment loss on oil and gas lease.
In May of 2010, the Company paid $6,000 to Mitchell Vestco (a related party) of Calgary, Alberta, to secure a gas field in Westerose, Alberta. As no viable reserves have been identified, management recorded an impairment loss for $6,000 during the quarter ended June 9, 2010. In July, 2010, another $1,000 was paid to complete the deposit requirement for this gas field. This amount was also impaired due to lack of identifying viable reserves.
On October 31, 2012, the Company entered into an oil and gas lease option agreement. The initial purchase price of this option was $15,000, with additional lease options costing $5,000 each (the Company acquired two additional lease options, for a total acquisition cost of $25,000). The former president of the Company paid for these leases personally, and is owed the related $25,000, as of November 30, 2012. As the Company could not secure financing to proceed with this lease option, as of November 30, 2012, the Company recorded an impairment loss of $25,000.
NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT)
The Company has authorized 25,000,000 shares of preferred stock, with a par value of $.001 per share. There were no preferred shares issued and outstanding at August 31, 2013. Also, per an amendment to its articles of incorporation, dated September 28, 2012, the Company designated a series A preferred stock with a par value of $.001. These series A shares will entitle the holder to convert each series A preferred share into one thousand shares of the Company’s common stock. No series A preferred shares of stock were issued or outstanding at August 31, 2013.
The Company issued 20,000,000 shares of its common stock, to its President, in July 2009 in exchange for services rendered, valued at $20,000.
As identified above in Footnote 3, the Company issued 15,000,000 shares of its common stock in July 2009 to acquire the Phetchabun oil and gas lease, valued at $15,000.
During November 2009 the Company issued 45,000,000 shares of its common stock for a total of $45,000 in cash.
During February 2011 the Company issued 17,500,000 shares of its common stock for a total of $35,000 in cash.
On August 24, 2012, the Company issued 4,500,000 shares of common stock to its President in exchange for services provided. The Company recorded this transaction based on the value of the services provided, of $3,000.
On October 8, 2012, the Company executed a 5 for 1 forward stock split. All share references in these financial statements have been retroactively adjusted for this stock split.
On February 13, 2013, the Company issued 30,000,000 shares of common stock to its President for services provided, valued at $1,800,000, based on the quoted value of the Company’s common stock on that date.
On February 15, 2013, the Company cancelled 24,000,000 shares of common stock.
NOTE 5 – RELATED PARTY TRANSACTIONS
On August 24, 2012, the Company issued 4,500,000 shares of common stock to its former President in exchange for services provided. The Company recorded this transaction based on the value of the services provided, of $3,000.
On October 31, 2012, the Company entered into an oil and gas lease option agreement. The initial purchase price of this option was $15,000, with additional lease options costing $5,000 each (the Company acquired two additional lease options, for a total acquisition cost of $25,000). The former president of the Company paid for these leases personally, and is owed the related $25,000, as of August 31, 2013.
NOTE 6 – LETTER OF INTENT
On March 22, 2013
Abby Inc.
entered into a letter of intent (the LOI) to acquire all of the issued and outstanding shares of Tulip Enterprises Inc. (“TEI”) a privately held California corporation with a principal place of business located in San Diego, CA. Consideration for the acquisition will be 30,000,000 shares of Abby common stock. As of October 17, 2013, this transaction has not closed.
NOTE 7 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no assets and no revenue, and has incurred net losses of $1,949,874 since inception, which raises substantial doubt about its ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its oil and gas properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and the classification of liabilities that might be necessary in the event the Company cannot continue in existence.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis or Plan of Operation (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risk factors outlined below. These factors may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
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At August 31, 2013
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At November 30, 2012
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Current Assets
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$ -
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$ -
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Current Liabilities
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$ 31,874
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$ 26,244
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Working Capital (Deficit)
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$ (31,874)
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$ (26,244)
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Cash Flows
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Nine Months Ended
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Nine Months Ended
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August 31, 2013
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August 31, 2012
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Cash Flows from (used in) Operating Activities
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$ -
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$ -
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Cash Flows from (used in) Investing Activities
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$ -
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$ -
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Cash Flows from (used in) Financing Activities
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$ -
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$ -
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Net Increase (decrease) in Cash During Period
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$ -
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$ -
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The decrease in our working capital at August 31, 2013 from the period ended November 30, 2012
is related to the accrual of accounting fees.
At August 31, 2013, we had cash on hand of $0. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.
Operating Revenues
We have not generated any revenues since inception.
Operating Expenses and Net Loss
For the three and nine months ended August 31, 2013 and 2012
Operating expenses and the net loss for the three and nine month periods ended August 31, 2013
were $1,710 and $1,805,630 compared to $3,134 and $3,402 for the comparable periods in 2012. The decrease from 2012 to 2013, for the three months ended August 31, was related to the issuance of 4,500,000 shares of common stock, to our President, valued at $3,000 on August 24, 2012. The increase from 2012 to 2013, for the nine months ended August 31, was related to the issuance of 30,000,000 shares of common stock to its President for services provided, valued at $1,800,000, based on the quoted value of the Company’s common stock on that date, on February 13, 2013.
Liquidity and Capital Resources
As of August 31, 2013
and November 30, 2012, the Company’s cash balance was $0.
As of August 31, 2013, the Company had total liabilities of $31,874 compared to total liabilities of $26,244 as of November 30, 2012.
Cash flows from Operating Activities
During the nine month periods ended August 31, 2013 and August 31, 2012, the Company used $0 cash in operating activities.
Cash flows from Investing Activities
During the nine month periods ended August 31, 2013 and August 31, 2012,
the Company had no cash flows from investing activities.
Cash flows from Financing Activities
During the nine month periods ended August 31, 2013 and August 31, 2012, the Company had no cash flows from financing activities.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that there is substantial doubt about our ability to continue as a going concern without further financing.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Quarterly Report.
Use of Estimates
The preparation of 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 amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its properties.
Exploration Stage Enterprise
Our financial statements are prepared using the accrual method of accounting. We devote substantially all of our efforts to acquiring and exploring properties. Until such properties are acquired and developed, we will continue to prepare our financial statements and related disclosures in accordance with entities in the exploration stage.
Investment in oil and natural gas properties
The Company follows the successful efforts method of accounting and will capitalize successful wells and related leasehold costs. Acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole costs are expensed. Development costs, including costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves are capitalized.
These costs are amortized using the unit of production method. Dry hole and related leasehold costs are expensed.
Impairment of long-lived assets
The Company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2013. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective. Please refer to our Annual Report on Form 10-K as filed with the SEC on November 30, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes In Internal Control and Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
Part II
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item 2
.
Changes in Securities
None
Item 3.
Defaults Upon Senior Securities
Not Applicable
Item 5. Other Information
Not Applicable
Item 6
.
Exhibits and Reports on Form 8K
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 32.2 Certifications of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Abby Inc.
Dated October 15th, 2013
/s/
Amanda Flores
Amanda Flores, President, Director and Chief Executive Officer, Secretary/Treasurer, and Principal Accounting Officer