UNITED STATES SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2015
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 333-129229
Breezer Ventures Inc.
(Exact Name of Registrant as Specified
in its Charter)
Nevada
(State or other jurisdiction of incorporation
or organization)
N/A
(I.R.S. Employer Identification No.)
ROOM 1707, 17TH FLOOR, CTS CENTER
219 ZHONG SHAW WU ROAD
GUANGZHOU, F4 510030
(Address of principal executive offices)
949-419-6588
(Registrant's telephone number, Including
Area Code)
N/A
(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. Yes x No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act. (Check one):
Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company x
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
As of December 31, 2015, the Issuer had 35,600,000 shares
of its Common Stock outstanding.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q (this "Report")
includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements
concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing
needs and other information that is not historical information and, in particular, appear in the section entitled "Management's
Discussion and Analysis or Plan of Operations" and elsewhere in this Report. When used in this Report, the words "estimates,"
"expects," "anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," "should" and variations of these words or similar expressions (or
the negative versions of any these words) are intended to identify forward-looking statements. All forward-looking statements,
including, without limitation, management's examination of historical operating trends, are based upon our current expectations
and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable
basis for them. However, we can give no assurance that management's expectations, beliefs and projections will be achieved.
There are a number of risks and uncertainties that
could cause our actual results to differ materially from the results referred to in the forward-looking statements contained in
this Report. Important factors outside the scope of our control could cause our actual results to differ materially from the results
referred to in the forward-looking statements we make in this Report. Without limiting the foregoing, if we are unable to acquire
approvals or consents from third parties or governmental authorities with respect to our new business model, our plans to commence
our new business may become irrevocably impaired.
All forward-looking statements included herein are
expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent
required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to
reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.
Unless otherwise provided in this Report, references
to the "Company," the "Registrant," the "Issuer," "we," "us," and "our"
refer to Breezer Ventures Inc.
2
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PART I FINANCIAL INFORMATION
F-1
Breezer Ventures Inc. |
(A Development Stage Company) |
Balance Sheet |
As at December 31, and September 30, 2015 |
(Expressed in U.S. Dollars) |
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December 31, 2015 |
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September 30, 2015 |
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(Unaudited) |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash and Cash Equivalents |
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$ - |
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$ - |
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Total Current Assets |
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- |
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- |
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Investment in Oil Lease |
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72,094 |
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72,094 |
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TOTAL ASSETS |
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72,094 |
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72,094 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current Liabilities |
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Accounts Payable and Accrued Liabilities |
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945 |
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945 |
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Due to Related Parties |
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247,377 |
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247,377 |
TOAL CURRENT LIABILITIES |
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248,322 |
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248,322 |
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Stockholder's Deficit |
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Preferred Stock, $0.001 par value, 50,000,000 shares authorized, None issued and outstanding |
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Common Stock, $0.001 par value, 100,000,0000 shares |
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authorized 35,600,000 issued and outstanding |
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35,600 |
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35,600 |
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Additional Paid-In Capital |
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73,782 |
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72,998 |
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(Deficit) accumulated during the development stage |
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(285,610) |
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(284,826) |
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Total Stockholders' Deficit |
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(176,228) |
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(176,228) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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$ 72,094 |
$ |
$ 72,094 |
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See accompanying summary of accounting policies and notes to financial statements |
F-2
Breezer Ventures Inc. |
(A Development Stage Company) |
Statements of Operation |
For Three Months Ended as December 31, 2015 and 2014 |
and From May 19, 2005 (Inception) to December 31, 2015 |
(Expressed in U.S. Dollars) |
(Unaudited) |
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From May 19, 2005 |
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For Three months Ended |
For Three months Ended |
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(Inception) to |
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December 31, 2015 |
December 31, 2014 |
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December 31, 2015 |
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General and Administration Expenses |
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Consulting and Professional fees |
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$ - |
$ 5,000 |
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$ 183,316 |
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Training Costs |
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- |
- |
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5,000 |
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Management Fees |
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- |
- |
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6,000 |
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Office Expense |
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- |
- |
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250 |
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Rent |
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- |
- |
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44,000 |
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Depreciation |
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- |
- |
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17,500 |
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Other |
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- |
- |
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4,366 |
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Interest |
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784 |
784 |
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25,178 |
Total Expenses |
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784 |
5,784 |
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285,610 |
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Net Loss for the period |
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$ (784) |
$ (5,784) |
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$ (285,610) |
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Net Loss per Common Share |
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(0.00) |
(0.00) |
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Basic and diluted |
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Per Share Information |
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Weighted Average Number of Common Shares Outstanding |
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Basic and diluted |
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35,600,000 |
35,600,000 |
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See accompanying summary of accounting policies and notes to financial statements |
F-3
Breezer Ventures Inc. |
(A Development Stage Company) |
Statements of Cash Flow |
For Three Months Ended December 31, 2015 and 2014 |
and From May 19, 2005 (Inception) to December 31, 2015 |
(Unaudited) |
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From May 19, 2005 |
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For Three Months Ended |
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(Inception) to |
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December 31, 2015 |
December 31, 2014 |
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December 31, 2015 |
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Cash Flows from Operating Activities |
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Net Loss for the Period |
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$ (784) |
$ (5,784) |
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$ (285,610) |
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Adjustments to reconcile net loss to cash used in operating activities |
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Depreciation |
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- |
- |
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17,500 |
Changes in: |
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Accounts Payable and Accrued Liab. |
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945 |
Net Cash Flows Used in Operating Activities |
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(784) |
(5,784) |
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(267,165) |
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Cash Flows from Investing Activities |
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Investment in Oil Lease |
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- |
- |
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(72,094) |
Purchase of assets |
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- |
- |
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(17,500) |
Net Cash Flows Used in Investing Activities |
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- |
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(89,594) |
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Cash Flows from Financing Activities |
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Advances from Related Parties |
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- |
5,000 |
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247,377 |
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Additional Paid-In Capital |
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784 |
784 |
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73,782 |
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Issuance of Common Stock |
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- |
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35,600 |
Net Cash Flows Provided from Financing Activities |
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784 |
5,784 |
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356,759 |
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Net Increase (Decrease) in Cash |
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- |
- |
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- |
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Cash and Cash Equivalents, Beginning of Period |
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- |
- |
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- |
Cash and Cash Equivalents, End of Period |
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$ - |
$ - |
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$ - |
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Supplementary Information |
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Taxes Paid |
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$ - |
$ - |
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$ - |
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Interest Paid |
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$ - |
$ - |
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$ - |
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See accompanying summary of accounting policies and notes to financial statements |
F-4
NOTES TO FINANCIAL STATEMENTS
December 31, 2015
Note
1 |
Incorporation
and Operating Activities |
Breezer Ventures Inc. (the “Company” or “Breezer”)
was incorporated on May 18, 2005, under the laws of the State of Nevada, U.S.A. Operations, as a development stage company started
on that date.
We are operating as an independent emerging natural resources company.
The Company’s focus is on the acquisition, exploration, development and production of oil, natural gas and minerals. We
believe that the world has entered a commodities super cycle caused by globalization and the industrialization of large emerging
countries and regions such as India, China and the Middle East. Our objective is to find, acquire and develop natural resources
at the lowest cost possible and recycle our cash flows into new projects yielding the highest returns with controlled risk.
Note
2 |
Summary
of Significant Accounting Policies |
Basis of Presentation
The Company follows accounting principles generally accepted in
the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected
herein.
Revenue Recognition
Revenue is recognized when it is realized or realizable and earned.
Breezer considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been
provided, and collectability is reasonably assured. The Company has not commenced any operations since inception to generate any
revenues.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could materially differ from these estimates.
Reclassification
Certain amounts in the prior period financial statements have been
reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income or losses.
Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities and the Securities and Exchange Commission Exchange Act 7 for its characterization
of the Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with
ASC Topic 360, "Accounting for the Impairment or Disposal of Long-lived Assets". Under ASC Topic 360, long-lived assets
are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.
Foreign Currency Translation
Our functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC Topic 830, "Foreign
Currency Translation" using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement
of foreign currency denominated transactions or balances are included in the determination of income. We have not, to the date
of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Fair Value of Financial Instruments
The respective carrying value of certain on-balance sheet financial
instruments approximate their fair values. These financial statements include cash, receivables, advance receivable, cheques
issued in excess of cash, accounts payable and property obligations payable. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Unless otherwise noted, fair values were assumed to approximate carrying values for these financial instruments since they are
short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
Income Taxes
The company recognizes income taxes using an asset and liability
approach. Future income tax assets and liabilities are computed annually for differences between the financial statements
and bases using enacted tax laws and rates applicable to the periods in which the differences are expressed to affect taxable
income.
Basic and Diluted Net Loss Per Common Share
Basic and diluted net loss per share calculations are calculated
on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive
effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti-dilutive
nature of potential common stock equivalents.
Stock Based Compensation
The Company accounts for stock-based employee compensation arrangements
using the fair value method in accordance with the provisions of ASC Topic 718 Compensation – Stock Compensation. The company
accounts for the stock options issued to non-employees in accordance with the provisions of ASC Topic 718, Compensation-Stock
Compensation.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
As of December 31, 2015 and 2014, there were no cash equivalents.
Property, Plant and Equipment
Property, plant and equipment consist of furniture and equipment
recorded at cost, with amortization provided over the estimated useful life of the asset, 5 years, straight-line.
Investment in Oil Lease
All direct costs related to the acquisition of oil lease rights
are capitalized. Exploration costs are charged to operations in the period incurred until such time as it has been determined
that an oil lease has economically recoverable reserves, at which time subsequent exploration costs and the costs incurred to
develop an oil lease are capitalized.
The Company reviews the carrying values of its oil lease
rights whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net
recoverable amounts. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds
its fair value. As of December 31, 2015, management has determined that there is no impairment in value for the purchase of the
oil lease right purchased in April 2011.
At such time as commercial production may commence, depletion of
each oil lease will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the
depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis
over the expected economic life of the oil lease.
The Company had no operating properties at December 31, 2015,
but the Company’s oil leases will be subject to standards for oil lease reclamation that is established by various governmental
agencies. For these non-operating leases, the Company accrues costs associated with environmental remediation obligations when
it is probable that such costs will be incurred and they are reasonably estimable. Costs of future expenditures for environmental
remediation are not discounted to their present value. Such costs are based on management's current estimate of amounts that are
expected to be incurred when the remediation work is performed within current laws and regulations.
It is reasonably possible that due to uncertainties associated
with defining the nature and extent of environmental contamination, application of laws and regulations by regulatory authorities,
and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future. The Company
continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating
that its remediation and reclamation liability has changed.
The Company recognizes the fair value of a liability for an asset
retirement obligation in the period in which it is incurred, if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the associated long-lived assets and depreciated over
the lives of the assets on a units-of-production basis. Reclamation costs are accreted over the life of the related assets and
are adjusted for changes resulting from the passage of time and changes to either the timing or amount of the original present
value estimate on the underlying obligation.
Any and all costs associated with exploration, development, and
rehabilitation in connection with all wells are capitalized on the balance sheet and will amortize when the well comes into commercial
production.
Recent Accounting Pronouncements
Breezer does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations, financial position or cash flow.
The company's financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal
course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $285, 610
and has insufficient working capital to meet operating needs for the next twelve months as of December 31, 2015, all of
which raise substantial doubt about the company's ability to continue as a going concern.
The Company does not have the necessary funds to cover the anticipated
operating expenses over the next twelve months. It will be necessary for the company to raise additional funds through the issuance
of equity securities, through loans or debt financings. There can be no assurance that the Company will be successful in raising
the required capital or that actual cash requirements will not exceed our estimates. We do not have any agreements in place for
equity financing and or loan and debt financing. In the event that the Company is unsuccessful in its financing efforts, the Company
may seek to obtain short term loans.
The company’s management has been actively pursuing acquisitions
of oil leases in the United States specifically in the Fort Worth Basin area. In pursuing this business plan we executed our first
asset purchase as described below.
Note 4 Investment in Oil Lease
On April 7, 2011, we executed an asset purchase
agreement (the "Agreement") with Catalyst Capital Group, Inc., a California corporation whereby pursuant to the terms
and conditions of that Agreement we purchased Catalyst Capital Group, Inc.'s undivided 13/16th interest in and to Firecreek Global,
Inc.'s right, title and interest in and to the following (based on Firecreek Global, Inc.'s 93.75% working interest (for depths
above 100 feet below the top of the Ellenburger Formation) and 70.341796% net revenue interest in the ElmaJackson oil and gas;
(i) Well #6 (API# 42-059-04612) together with the proration units designated for such well by the Texas Railroad Commission and
the rights and appurtenances incident to such well (such well and the associated proration units and rights and appurtenances,
arising from the working Interests, hereinafter referred to as the "Initial Well"); (ii) Firecreek's rights in, to and
under, and obligations arising from, agreements relating to the Lease to the extent the same are applicable to the Initial Well;
(iii) Firecreek's interest in fixtures and personal property used solely in connection with the operation of the Initial Well;
and (iv) Firecreek's interest in books, files, data and records in Seller's possession to the extent the same relate to the Initial
Well provided that possession of same will remain with Firecreek; and the right and option based on certain terms and conditions
to acquire a 13/16th interest in and rehabilitate certain other wells.
As consideration, Catalyst Capital Group,
Inc. was provided with 5,000,000 restricted common shares of our company and a one-time payment of $50,000 plus 15/16th of any
excess total rehabilitation cost associated with Well #6, payable to Catalyst capital Group, Inc, pursuant to the terms
listed in the Agreement.
The 5,000,000 shares issues to Catalyst were
issued at par value which equates to a value of $5,000.
Catalyst Capital Group Inc. loaned $50,000
to the Company during the period ended September 30, 2011, which is unsecured, with no specific terms of repayment.
At December 31, 2015, the investment in
the oil lease was recorded at $72,094. This investment is comprised of $5,000 in common stock, a one-time payment of $50,000 plus
$17,094 in rehabilitation costs associated with well #6. The total purchase price paid is $55,000.
On July 24, 2012, the Company entered into
an agreement with Firecreek Global Inc. to exchange its entire interest in Well #6 for an undivided 13/16th interest
in Wells #27 and #30 and to Firecreek Global, Inc.'s right, title and interest in and to the following (based on Firecreek Global,
Inc.'s 93.75% working interest (for depths above 100 feet below the top of the Ellenburger Formation) and 70.341796% net revenue
interest in the ElmaJackson oil and gas; (i) together with the proration units designated for such wells by the Texas Railroad
Commission and the rights and appurtenances incident to such well (such well and the associated proration units and rights and
appurtenances, arising from the working Interests, hereinafter referred to as the "Initial Well"); (ii) Firecreek's
rights in, to and under, and obligations arising from, agreements relating to the Lease to the extent the same are applicable
to the Initial Well; (iii) Firecreek's interest in fixtures and personal property used solely in connection with the operation
of the Initial Well; and (iv) Firecreek's interest in books, files, data and records in Seller's possession to the extent the
same relate to the Initial Well provided that possession of same will remain with Firecreek; and the right and option based on
certain terms and conditions to acquire a 13/16th interest in and rehabilitate certain other wells.. This was a straight exchange
with no further consideration changing hands.
The Company is not able to present financial statements and pro
forma financial information of the oil and gas property acquired by the Company as there is no financial information available
pertaining to value, historic or otherwise, from the Acquiree (Firecreek Global, Inc.). The Acquiree has further advised that
the oil and gas well the Company purchased has a nil value on their records as the well was abandoned and plugged.
Note
5 |
Property,
Plant and Equipment |
Property, Plant and Equipment consists of furniture and equipment,
which is being depreciated over 5 years.
The Company has tax losses, which may be applied against future
taxable income. The potential tax benefits arising from these loss carry forwards expire between 2025 and 2028 and are offset
by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carry forward was
$285,610 and $284,826 at December 31, 2015 and September 30, 2015 , respectively.
Note
7 |
Related
Party Transaction |
Due to the issuance of 5,000,000 shares to Catalyst Capital Group
Inc during the period ended September 30, 2011, Catalyst Capital Group Inc. is considered a related-person as defined in Instruction
1.b.i to item 404(a) of Regulation S-K. As of September 30, 2014, the outstanding balance owed by the Company to Catalyst
Capital Group was $201,122 which is unsecured and due on demand with no interest bearing. Catalyst Capital Group has loaned $50,000
to the Company for the acquisition of Oil Lease Agreement (Refer to Note 4) and advanced $151,122 to the Company as working capital.
As of December 31, 2015, the outstanding balance owed by the
Company to Mr. Tang Xu, former CEO of the Company, was $38,730 for working capital purposes. Imputed interest at 8% in the
amount of $784 and $784 has been included as an increase to additional paid in capital for the period ended December 31,
2015 and 2014, respectively.
Note 8 Subsequent Events
On October 15, 2014, the Company sold their entire interests in
the Elma Jackson Oil and Gas Leases for $95,000 pursuant to a buy-out agreement with Firecreek Global, Inc. The offer remained
open until November 1, 2014 and was automatically withdrawn.
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements
by terminology such as "may", "should", "expects", "plans", "anticipates", "believes",
"estimates", "predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors,
that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of
the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United
States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following
discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly
report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual
results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified,
all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and
all references to "common shares" refer to the common shares in our capital stock. As used in this quarterly report,
the terms "we", "us", "our", "our company" and Breezer mean Breezer Ventures Inc., unless
otherwise indicated.
Plan of Operations
Breezer Ventures Inc. was incorporated in the state
of Nevada on May 18, 2005.
We are in the process of exploring various oil and
gas opportunities to expand our initial lease acquisition.
Revenues and Expenses
The Company has not generated any revenues since its
inception.
The Company incurred general and administration
expenses of $785 for the three months ended December 31, 2015. For the three months ended December 31, 2014, the Company
experienced general and administration expenses of $5,784.
Since the Company's inception, the Company has incurred
total general and administration expenses of $285,610. The majority of the expenses incurred by the Company have been related to
the Company's offices and expenses related to maintaining the Company's status as a publicly reporting company, including legal,
accounting and filing fees.
For the three months ended December 31, 2015,
the Company experienced a net loss of $784.
Should the Company commence operations in the near
future, its expenses are anticipated to increase considerably.
Liquidity and Capital Resources
The Company has earned no revenues since its inception.
From inception until the date of this filing, we have had no material operating activities. Our current cash balance as of the
date of this Report is $0. We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month
period. There can be no assurance that we will be successful in finding financing, or even if financing is found, that we will
be successful in commencing operations.
During the three months period ended December
31, 2015, the Company satisfied its working capital needs from loans from its Director. As of December 31, 2015, the Company
has cash on hand in the amount of $0. Management does not expect that the current level of cash on hand will be sufficient to
fund our operation for the next twelve month period. We may also be able to obtain more future loans from our shareholders,
but there are no agreements or understandings in place currently.
We believe that we will require additional funding
to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity
financing from the sale of our common stock. However, we do not have any agreements in place for any future equity financing. In
the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from certain of our shareholders.
Off Balance Sheet Arrangements
As of December 31, 2015 we did not have any 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Pursuant to permissive authority under Regulation
S-K, Rule 305, we have omitted Selected Financial Data.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined
below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the
end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Our management, including our principal executive
officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will
prevent all error or fraud. 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. Further, the design of a control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered relative to their costs. Due to 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, have been detected. Accordingly, management believes that the financial statements included in this report fairly present
in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
In addition, our management with the participation
of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over
financial reporting occurred during or subsequent to the quarter ended June 30, 2015 that has materially affected, or is (as that
term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect,
our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not, and has not been during the period
covered by this Quarterly Report, a party to any legal proceedings.
ITEM 1A. RISK FACTORS
Not Applicable.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
None.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to the vote of the Company's
security holders during the period covered by this Quarterly Report.
ITEM 5: OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS
Exhibit Description
31.1 Certification of Principal Executive Officer
and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Principal Executive Officer
and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
--------------------------------------------------------------------------------
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.
BREEZER VENTURES INC.
By: /s/ Ali Hussein El-dirani Khirdahi
Name: Ali Hussein El-dirani Khirdahi
Title: Principal Executive Officer Principal Financial Officer
and Principal Accounting Officer
Dated: February 12, 2016
Exhibit 31
CERTIFICATION AS REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a)
I, Ali Hussein El-dirani Khirdahi, certify that:
I have reviewed this quarterly report of Breezer Ventures, Inc. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report; The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(3)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small
business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report
is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the small business issuer's internal control over financial
reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small
business issuer's internal control over financial reporting; and
. The small business issuer's other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee
of the small business issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design of operation of internal control
over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant
role in the small business issuer's internal control over financial reporting.
Dated: February 12, 2016
/s/ Ali Hussein El-dirani Khirdahi
Name: Ali Hussein El-dirani Khirdahi
Title: Director, Principal Executive Officer Principal Financial
Officer and Principal Accounting Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the report of Breezer Ventures Inc. (the "Company"), on Form 10-Q for the
quarter ending December 31, 2015 as filed with the Securities and Exchange Commission (the "Report"), I, Ali Hussein El-dirani Khirdahi, Chief
Executive Officer of the Company, certify, pursuant to Sect 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sect 1350), that
to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.
/s/ Ali Hussein El-dirani Khirdahi
Name: Ali Hussein El-dirani Khirdahi
Title: Director, Principal Executive Officer Principal Financial
Officer and Principal Accounting Officer
Dated: February 12, 2016
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v3.3.1.900
Balance Sheets - USD ($)
|
Dec. 31, 2015 |
Sep. 30, 2015 |
Current Assets |
|
|
Cash and Cash Equivalents |
$ 0
|
$ 0
|
Total Current Assets |
0
|
0
|
Investment in Oil Lease |
72,094
|
72,094
|
TOTAL ASSETS |
72,094
|
72,094
|
Current Liabilities |
|
|
Accounts Payable and Accrued Liabilities |
945
|
945
|
Due to Related Parties |
247,377
|
247,377
|
TOTAL CURRENT LIABILITIES |
248,322
|
248,322
|
Stockholder's Deficit |
|
|
Preferred Stock, $0.001 par value, 50,000,000 shares authorized, None issued and outstanding, Common stock, $0.001 par value, 100,000,000 shares authorized 35, 600,000 issued and outstanding |
35,600
|
35,600
|
Additional Paid-In Capital |
73,782
|
72,998
|
(Deficit) accumulated during the development stage |
(285,610)
|
(284,826)
|
Total Stockholders' Deficit |
(176,228)
|
(176,228)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$ 72,094
|
$ 72,094
|
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Balance Sheets (Parenthetical) - $ / shares
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Dec. 31, 2015 |
Sep. 30, 2015 |
Statement of Financial Position [Abstract] |
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$ 0.001
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v3.3.1.900
Incorporation and Operating Activities
|
3 Months Ended |
Dec. 31, 2015 |
Accounting Changes and Error Corrections [Abstract] |
|
Incorporation and Operating Activities |
Note 1 |
Incorporation and Operating Activities |
Breezer Ventures Inc. (the Company or Breezer)
was incorporated on May 18, 2005, under the laws of the State of Nevada, U.S.A. Operations, as a development stage company started
on that date.
We are operating as an independent emerging natural resources
company. The Companys focus is on the acquisition, exploration, development and production of oil, natural gas and minerals.
We believe that the world has entered a commodities super cycle caused by globalization and the industrialization of large emerging
countries and regions such as India, China and the Middle East. Our objective is to find, acquire and develop natural resources
at the lowest cost possible and recycle our cash flows into new projects yielding the highest returns with controlled risk.
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v3.3.1.900
Summary of Significant Accounting Policies
|
3 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
Note 2 |
Summary of Significant Accounting Policies |
Basis of Presentation
The Company follows accounting principles generally accepted
in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected
herein.
Revenue Recognition
Revenue is recognized when it is realized or realizable and
earned. Breezer considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services
have been provided, and collectability is reasonably assured. The Company has not commenced any operations since inception to generate
any revenues.
Use of Estimates
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these
estimates.
Reclassification
Certain amounts in the prior period financial statements
have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income
or losses.
Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities and the Securities and Exchange Commission Exchange Act 7 for its characterization of
the Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance
with ASC Topic 360, "Accounting for the Impairment or Disposal of Long-lived Assets". Under ASC Topic 360, long-lived
assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.
Foreign Currency Translation
Our functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC Topic 830, "Foreign
Currency Translation" using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement
of foreign currency denominated transactions or balances are included in the determination of income. We have not, to the date
of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Fair Value of Financial Instruments
The respective carrying value of certain on-balance sheet
financial instruments approximate their fair values. These financial statements include cash, receivables, advance receivable,
cheques issued in excess of cash, accounts payable and property obligations payable. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Unless otherwise noted, fair values were assumed to approximate carrying values for these financial instruments since they are
short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
Income Taxes
The company recognizes income taxes using an asset and liability
approach. Future income tax assets and liabilities are computed annually for differences between the financial statements
and bases using enacted tax laws and rates applicable to the periods in which the differences are expressed to affect taxable income.
Basic and Diluted Net Loss Per Common Share
Basic and diluted net loss per share calculations are calculated
on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive
effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti-dilutive
nature of potential common stock equivalents.
Stock Based Compensation
The Company accounts for stock-based employee compensation
arrangements using the fair value method in accordance with the provisions of ASC Topic 718 Compensation Stock Compensation.
The company accounts for the stock options issued to non-employees in accordance with the provisions of ASC Topic 718, Compensation-Stock
Compensation.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As
of December 31, 2015 and 2014, there were no cash equivalents.
Property, Plant and Equipment
Property, plant and equipment consist of furniture and equipment
recorded at cost, with amortization provided over the estimated useful life of the asset, 5 years, straight-line.
Investment in Oil Lease
All direct costs related to the acquisition of oil lease
rights are capitalized. Exploration costs are charged to operations in the period incurred until such time as it has been determined
that an oil lease has economically recoverable reserves, at which time subsequent exploration costs and the costs incurred to develop
an oil lease are capitalized.
The Company reviews the carrying values of its oil lease
rights whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable
amounts. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value.
As of December 31, 2015, management has determined that there is no impairment in value for the purchase of the oil lease right
purchased in April 2011.
At such time as commercial production may commence, depletion
of each oil lease will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the
depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis
over the expected economic life of the oil lease.
The Company had no operating properties at December 31, 2015,
but the Companys oil leases will be subject to standards for oil lease reclamation that is established by various governmental
agencies. For these non-operating leases, the Company accrues costs associated with environmental remediation obligations when
it is probable that such costs will be incurred and they are reasonably estimable. Costs of future expenditures for environmental
remediation are not discounted to their present value. Such costs are based on management's current estimate of amounts that are
expected to be incurred when the remediation work is performed within current laws and regulations.
It is reasonably possible that due to uncertainties associated
with defining the nature and extent of environmental contamination, application of laws and regulations by regulatory authorities,
and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future. The Company
continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating
that its remediation and reclamation liability has changed.
The Company recognizes the fair value of a liability for
an asset retirement obligation in the period in which it is incurred, if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the associated long-lived assets and depreciated over
the lives of the assets on a units-of-production basis. Reclamation costs are accreted over the life of the related assets and
are adjusted for changes resulting from the passage of time and changes to either the timing or amount of the original present
value estimate on the underlying obligation.
Any and all costs associated with exploration, development,
and rehabilitation in connection with all wells are capitalized on the balance sheet and will amortize when the well comes into
commercial production.
Recent Accounting Pronouncements
Breezer does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations, financial position or cash flow.
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v3.3.1.900
Going Concern
|
3 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Going Concern |
The company's financial statements have been prepared on
a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal
course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $285, 610 and
has insufficient working capital to meet operating needs for the next twelve months as of December 31, 2015, all of which raise
substantial doubt about the company's ability to continue as a going concern.
The Company does not have the necessary funds to cover the
anticipated operating expenses over the next twelve months. It will be necessary for the company to raise additional funds through
the issuance of equity securities, through loans or debt financings. There can be no assurance that the Company will be successful
in raising the required capital or that actual cash requirements will not exceed our estimates. We do not have any agreements in
place for equity financing and or loan and debt financing. In the event that the Company is unsuccessful in its financing efforts,
the Company may seek to obtain short term loans.
The companys management has been actively pursuing
acquisitions of oil leases in the United States specifically in the Fort Worth Basin area. In pursuing this business plan we executed
our first asset purchase as described below.
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v3.3.1.900
Investment in Oil Lease
|
3 Months Ended |
Dec. 31, 2015 |
Investments, All Other Investments [Abstract] |
|
Investment in Oil Lease |
Note 4 Investment in Oil Lease
On April 7, 2011, we executed an asset
purchase agreement (the "Agreement") with Catalyst Capital Group, Inc., a California corporation whereby pursuant to
the terms and conditions of that Agreement we purchased Catalyst Capital Group, Inc.'s undivided 13/16th interest in and to Firecreek
Global, Inc.'s right, title and interest in and to the following (based on Firecreek Global, Inc.'s 93.75% working interest (for
depths above 100 feet below the top of the Ellenburger Formation) and 70.341796% net revenue interest in the ElmaJackson oil and
gas; (i) Well #6 (API# 42-059-04612) together with the proration units designated for such well by the Texas Railroad Commission
and the rights and appurtenances incident to such well (such well and the associated proration units and rights and appurtenances,
arising from the working Interests, hereinafter referred to as the "Initial Well"); (ii) Firecreek's rights in, to and
under, and obligations arising from, agreements relating to the Lease to the extent the same are applicable to the Initial Well;
(iii) Firecreek's interest in fixtures and personal property used solely in connection with the operation of the Initial Well;
and (iv) Firecreek's interest in books, files, data and records in Seller's possession to the extent the same relate to the Initial
Well provided that possession of same will remain with Firecreek; and the right and option based on certain terms and conditions
to acquire a 13/16th interest in and rehabilitate certain other wells.
As consideration, Catalyst Capital
Group, Inc. was provided with 5,000,000 restricted common shares of our company and a one-time payment of $50,000 plus 15/16th
of any excess total rehabilitation cost associated with Well #6, payable to Catalyst capital Group, Inc, pursuant to
the terms listed in the Agreement.
The 5,000,000 shares issues to Catalyst
were issued at par value which equates to a value of $5,000.
Catalyst Capital Group Inc. loaned
$50,000 to the Company during the period ended September 30, 2011, which is unsecured, with no specific terms of repayment.
At December 31, 2015, the investment
in the oil lease was recorded at $72,094. This investment is comprised of $5,000 in common stock, a one-time payment of $50,000
plus $17,094 in rehabilitation costs associated with well #6. The total purchase price paid is $55,000.
On July 24, 2012, the Company entered
into an agreement with Firecreek Global Inc. to exchange its entire interest in Well #6 for an undivided 13/16th interest
in Wells #27 and #30 and to Firecreek Global, Inc.'s right, title and interest in and to the following (based on Firecreek Global,
Inc.'s 93.75% working interest (for depths above 100 feet below the top of the Ellenburger Formation) and 70.341796% net revenue
interest in the ElmaJackson oil and gas; (i) together with the proration units designated for such wells by the Texas Railroad
Commission and the rights and appurtenances incident to such well (such well and the associated proration units and rights and
appurtenances, arising from the working Interests, hereinafter referred to as the "Initial Well"); (ii) Firecreek's rights
in, to and under, and obligations arising from, agreements relating to the Lease to the extent the same are applicable to the Initial
Well; (iii) Firecreek's interest in fixtures and personal property used solely in connection with the operation of the Initial
Well; and (iv) Firecreek's interest in books, files, data and records in Seller's possession to the extent the same relate to the
Initial Well provided that possession of same will remain with Firecreek; and the right and option based on certain terms and conditions
to acquire a 13/16th interest in and rehabilitate certain other wells.. This was a straight exchange with no further consideration
changing hands.
The Company is not able to present financial statements and pro forma financial information of the oil and
gas property acquired by the Company as there is no financial information available pertaining to value, historic or otherwise,
from the Acquiree (Firecreek Global, Inc.). The Acquiree has further advised that the oil and gas well the Company purchased has
a nil value on their records as the well was abandoned and plugged.
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- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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Income Taxes
|
3 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
The Company has tax losses, which may be applied against
future taxable income. The potential tax benefits arising from these loss carry forwards expire between 2025 and 2028 and
are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carry
forward was $285,610 and $284,826 at December 31, 2015 and September 30, 2015 , respectively.
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Related Party Transaction
|
3 Months Ended |
Dec. 31, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transaction |
Note 7 |
Related Party Transaction |
Due to the issuance of 5,000,000 shares to Catalyst Capital
Group Inc during the period ended September 30, 2011, Catalyst Capital Group Inc. is considered a related-person as defined in
Instruction 1.b.i to item 404(a) of Regulation S-K. As of September 30, 2014, the outstanding balance owed by the Company
to Catalyst Capital Group was $201,122 which is unsecured and due on demand with no interest bearing. Catalyst Capital Group has
loaned $50,000 to the Company for the acquisition of Oil Lease Agreement (Refer to Note 4) and advanced $151,122 to the Company
as working capital.
As of December 31, 2015, the outstanding balance owed by
the Company to Mr. Tang Xu, former CEO of the Company, was $38,730 for working capital purposes. Imputed interest at 8% in the
amount of $784 and $784 has been included as an increase to additional paid in capital for the period ended December 31, 2015 and
2014, respectively.
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Subsequent Events
|
3 Months Ended |
Dec. 31, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note 8 Subsequent Events
On October 15, 2014, the Company sold their entire interests
in the Elma Jackson Oil and Gas Leases for $95,000 pursuant to a buy-out agreement with Firecreek Global, Inc. The offer remained
open until November 1, 2014 and was automatically withdrawn.
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Summary of Significant Accounting Policies (Policies)
|
3 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation
The Company follows accounting principles generally accepted
in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected
herein.
|
Revenue Recognition |
Revenue Recognition
Revenue is recognized when it is realized or realizable and
earned. Breezer considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services
have been provided, and collectability is reasonably assured. The Company has not commenced any operations since inception to generate
any revenues.
|
Use of Estimates |
Use of Estimates
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these
estimates.
|
Reclassification |
Reclassification
Certain amounts in the prior period financial statements
have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income
or losses.
|
Development Stage Company |
Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities and the Securities and Exchange Commission Exchange Act 7 for its characterization of
the Company as development stage.
|
Impairment of Long Lived Assets |
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance
with ASC Topic 360, "Accounting for the Impairment or Disposal of Long-lived Assets". Under ASC Topic 360, long-lived
assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.
|
Foreign Currency Translation |
Foreign Currency Translation
Our functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC Topic 830, "Foreign
Currency Translation" using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement
of foreign currency denominated transactions or balances are included in the determination of income. We have not, to the date
of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The respective carrying value of certain on-balance sheet
financial instruments approximate their fair values. These financial statements include cash, receivables, advance receivable,
cheques issued in excess of cash, accounts payable and property obligations payable. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Unless otherwise noted, fair values were assumed to approximate carrying values for these financial instruments since they are
short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
|
Income Taxes |
Income Taxes
The company recognizes income taxes using an asset and liability
approach. Future income tax assets and liabilities are computed annually for differences between the financial statements
and bases using enacted tax laws and rates applicable to the periods in which the differences are expressed to affect taxable income.
|
Basic and Diluted Net Loss Per Common Share |
Basic and Diluted Net Loss Per Common Share
Basic and diluted net loss per share calculations are calculated
on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive
effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti-dilutive
nature of potential common stock equivalents.
|
Stock Based Compensation |
Stock Based Compensation
The Company accounts for stock-based employee compensation
arrangements using the fair value method in accordance with the provisions of ASC Topic 718 Compensation Stock Compensation.
The company accounts for the stock options issued to non-employees in accordance with the provisions of ASC Topic 718, Compensation-Stock
Compensation.
|
Cash and Cash Equivalents |
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As
of December 31, 2015 and 2014, there were no cash equivalents.
|
Property, Plant and Equipment |
Property, Plant and Equipment
Property, plant and equipment consist of furniture and equipment
recorded at cost, with amortization provided over the estimated useful life of the asset, 5 years, straight-line.
|
Investment in Oil Lease |
Investment in Oil Lease
All direct costs related to the acquisition of oil lease
rights are capitalized. Exploration costs are charged to operations in the period incurred until such time as it has been determined
that an oil lease has economically recoverable reserves, at which time subsequent exploration costs and the costs incurred to develop
an oil lease are capitalized.
The Company reviews the carrying values of its oil lease
rights whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable
amounts. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value.
As of December 31, 2015, management has determined that there is no impairment in value for the purchase of the oil lease right
purchased in April 2011.
At such time as commercial production may commence, depletion
of each oil lease will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the
depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis
over the expected economic life of the oil lease.
The Company had no operating properties at December 31, 2015,
but the Companys oil leases will be subject to standards for oil lease reclamation that is established by various governmental
agencies. For these non-operating leases, the Company accrues costs associated with environmental remediation obligations when
it is probable that such costs will be incurred and they are reasonably estimable. Costs of future expenditures for environmental
remediation are not discounted to their present value. Such costs are based on management's current estimate of amounts that are
expected to be incurred when the remediation work is performed within current laws and regulations.
It is reasonably possible that due to uncertainties associated
with defining the nature and extent of environmental contamination, application of laws and regulations by regulatory authorities,
and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future. The Company
continually reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating
that its remediation and reclamation liability has changed.
The Company recognizes the fair value of a liability for
an asset retirement obligation in the period in which it is incurred, if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the associated long-lived assets and depreciated over
the lives of the assets on a units-of-production basis. Reclamation costs are accreted over the life of the related assets and
are adjusted for changes resulting from the passage of time and changes to either the timing or amount of the original present
value estimate on the underlying obligation.
Any and all costs associated with exploration, development,
and rehabilitation in connection with all wells are capitalized on the balance sheet and will amortize when the well comes into
commercial production.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
Breezer does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations, financial position or cash flow.
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Breezer Ventures (CE) (USOTC:BRZV)
過去 株価チャート
から 11 2024 まで 12 2024
Breezer Ventures (CE) (USOTC:BRZV)
過去 株価チャート
から 12 2023 まで 12 2024