Quarterly Report — Small Business — Form 10-QSB Filing Table of Contents
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(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 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
Number
of
shares of common stock outstanding as of May 14, 2007: 342,000,000 shares of
common stock.
Transitional
Small Business Format Yes
o
No x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES x NO
o
TABLE
OF CONTENTS
Page
PART
I
Item
1. Financial Statements
3
Item
2. Management’s Discussion and Analysis or Plan of
Operation
8
Item
3 Controls and Procedures
14
PART
II
Item
1. Legal Proceedings
15
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
15
Item
3. Defaults Upon Senior Securities
15
Item
4. Submission of Matters to a Vote of Security Holders
Adjustments
to Reconcile Net Loss to Net Cash Used
in
Operating Activities:
Common
Stock Issued For Services
-
850
Changes
in Assets and Liabilities:
Increase
in Accrued Liabilities
4,335
13,191
Net
Cash Used in Operating Activities
-
(91,248
)
Cash
Flows from Investing Activities:
-
-
Cash
Flows from Financing Activities:
Proceeds
from Borrowings
-
17,000
Proceeds
from Sale of Common Stock
-
100,000
Repayment
of Related Party Advances
-
(1,352
)
Advances
from Related Party
-
1,352
Payments
of Deferred Offering Costs
-
(25,752
)
Net
Cash Provided by Financing Activities
-
91,248.
Net
Increase (Decrease) in Cash
-
-
Cash
- Beginning of Period
-
-
Cash
- End of Period
$
-
$
-
Supplemental
Disclosures of Cash Flow Information:
Interest
Paid
$
-
$
-
Income
Taxes Paid
$
-
$
-
The
accompanying notes are an integral part of these financial statements.
5
RUSSOIL
CORPORATION
(FORMERLY,
CASSIDY MEDIA, INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
1 -
Basis
of Presentation
In
the
opinion of the Company’s management, the accompanying unaudited condensed
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the information set forth
therein. These financial statements are condensed and therefore do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
Results
of operations for interim periods are not necessarily indicative of the results
of operations for a full year.
The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of $4,335
for
the quarter ended March 31, 2007 and a net loss of $105,289 for the period
June7, 2006 (inception) to March 31, 2007. In addition, the Company had a working
capital deficit of $13,191 at March 31, 2007. These factors raise substantial
doubt about the Company’s ability to continue as a going concern.
There
can
be no assurance that sufficient funds will be generated during the next year
or
thereafter from operations, or that funds will be available from external
sources such as debt or equity financings or other potential sources. The
lack
of additional capital could force the Company to curtail or cease operations
and
would, therefore, have a material adverse effect on its business. Furthermore,
there can be no assurance that any such required funds, if available, will
be
available on attractive terms or that they will not have a significant dilutive
effect on the Company's existing stockholders.
The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination thereof.
There
can be no assurances that the Company will be able to raise the additional funds
it requires.
The
accompanying condensed financial statements do not include any adjustments
related to the recoverability or classification of asset-carrying amounts
or the
amounts and classifications of liabilities that may result should the Company
be
unable to continue as a going concern.
NOTE
2
-Long-Term
Debt
Long-term
debt consists of the following:
Note
payable to an entity that is also a stockholder, with a borrowing
line
of
up to $20,000, bearing interest at 8% per annum and principal
and
In
June
2006 the Company issued 8,500,000 shares of common stock valued at $800 to
the
Founders of the Company for services.
In
July
2006 the Company sold 500,000 shares of common stock for $10,000 to private
investors.
On
October 15, 2006, The Company closed its offering to the public of up to
a
maximum of 3,000,000 shares of its common stock. The Company sold 3,000,000
shares in the Offering for gross proceeds of $90,000. Expenses of the Offering
were $25,752 and the Company netted $64,248.
NOTE
4
-Subsequent
Events
Effective
April 30, 2007the Company amended it’s Articles of Incorporation for the
purpose of effecting a one for twenty-eight and a half (1 for 28.5) forward
split of its common stock. In addition, the authorized common stock was
increased from five hundred million (500M) shares, $.0001 par value to fourteen
and a quarter billion (14.25B) shares, $.00001 par value. All share and per
share data have been given retroactive effect to reflect this
recapitalization.
On
May20, 2007 Russ Oil Corporation (“RussOil”), a newly formed, wholly-owned
subsidiary of the Company, merged with and into the Company, with the Company
being the surviving corporation. The name of the surviving corporation was
changed to RussOil Corporation. For accounting purposes this is a capital
transaction and equivalent to the issuance of common stock by RussOil for
the
non-monetary assets of Cassidy Media, Inc.
7
Item
2. Management’s
Discussion and Analysis or Plan of Operations.
As
used
in this Form 10-QSB, references to the "Company,""we,"“our” or "us" refer to
RussOil Corporation. unless the context otherwise indicates.
Forward-Looking
Statements
The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-QSB. This Form 10-QSB
contains forward-looking statements which 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.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. 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.
Overview
We
were
incorporated under Nevada law on June 7, 2006 under the corporate name Cassidy
Media, Inc. On April 25, 2007, there was a change of control, which was followed
by the filing of a Certificate of Change with the Secretary of State of Nevada
to effect a 28.5-for-1 forward stock split of our common stock. We have also
merged into our newly-formed wholly-owned subsidiary, RussOil Corporation and
have changed our corporate name to RussOil Corporation.
8
We
are a
development stage company that has not generated any revenue. From June 7,2006
until April 25, 2007, we intended to become an online marketing and media
solutions firm, providing to our clients consulting services with respect to
the
creative process, production, planning and placement of online advertisements.
We intended to offer the media marketing products and services such as web
site
development; (ii) development of internet commercials, flash banners; and online
presentation.
On
April25, 2007, Silvestre Hutchinson acquired control of our Company by purchasing
from Kimberly A. Hennessey, our then President, Chief Executive Officer, Chief
Financial Officer, and Director, 8,000,000 shares of our common stock owned
by
Ms. Hennessey pursuant to and in accordance with a Stock Purchase Agreement,
dated April 25, 2007, between Mr. Hutchinson and Ms. Hennessey. Such purchased
shares represented 66.67% of our outstanding shares of common stock. In
connection with such agreement, our then officers resigned from their positions
with our Company and Mr. Hutchinson was appointed as the President, Chief
Executive Officer, and Chief Financial Officer, Secretary, and as a director
of
the Company. In addition, Ms. Hennessey resigned from her position as director
of the Company effective ten days after the filing and mailing of an Information
Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934,
as
amended, with respect to such change in control. Following such resignation,
Mr.
Hutchinson became the sole director and officer of the Company.
Following
Mr. Hutchinson’s acquisition of control of our Company on April 25, 2007, we
have changed our business plans. We no longer intend to engage in online
marketing consulting. Instead, we intend to seek, investigate and, if such
investigation warrants, engage in a business combination with a private entity
whose business presents an opportunity for our shareholders. Our objectives
discussed below are extremely general and are not intended to restrict our
discretion. This discussion of the proposed business is not meant to be
restrictive of our virtually unlimited discretion to search for and enter into
potential business opportunities.
We
have
no particular acquisition in mind and have not entered into any negotiations
regarding such an acquisition. Neither our sole officer nor any affiliate has
engaged in any negotiations with any representative of any company regarding
the
possibility of an acquisition or merger between our company and such other
company. We have not yet entered into any agreement, nor do we have any
commitment or understanding to enter into or become engaged in a
transaction.
We
will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.
Further, we may acquire a venture which is in its preliminary or development
stage, one which is already in operation, or in a more mature stage of its
corporate existence. Accordingly, business opportunities may be available in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities difficult and complex.
9
We
believe that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. These benefits are commonly thought to include
the following: (i) the ability to use registered securities to acquire assets
or
businesses; (ii) increased visibility in the marketplace; (iii) ease of
borrowing from financial institutions; (iv) improved stock trading efficiency;
(v) shareholder liquidity; (vi) greater ease in subsequently raising capital;
(vii) compensation of key employees through stock options; (viii) enhanced
corporate image; and (ix) a presence in the United States capital market. We
have not conducted market research and are not aware of statistical data to
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
Target
companies interested in a business combination with our company may include
the
following: (i) a company for whom a primary purpose of becoming public is the
use of its securities for the acquisition of other assets or businesses; (ii)
a
company which is unable to find an underwriter of its securities or is unable
to
find an underwriter of securities on terms acceptable to it; (iii) a company
which desires to become public with less dilution of its common stock than
would
occur upon an underwriting; (iv) a company which believes that it will be able
to obtain investment capital on more favorable terms after it has become public;
(v) a foreign company which may wish an initial entry into the United States
securities market; (vi) a special situation company, such as a company seeking
a
public market to satisfy redemption requirements under a qualified Employee
Stock Option Plan; (vii) a company seeking one or more of the other mentioned
perceived benefits of becoming a public company.
We
anticipate seeking out a target business through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will
be
contacted or solicited. Such persons will have no relationship to our
management.
The
analysis of new business opportunities will be undertaken by or under the
supervision of Silvestre Hutchinson, our sole executive officer and director.
Silvestre Hutchinson, our sole executive officer, is a business analyst.
Therefore, it is anticipated that outside consultants or advisors may be
utilized to assist us in the search for and analysis of qualified target
companies.
A
decision to participate in a specific business opportunity will be made based
upon our analysis of the quality of the prospective business opportunity's
management and personnel, assets, the anticipated acceptability of products
or
marketing concepts, the merit of a proposed business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria. We have unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities.
10
In
our
efforts to analyze potential acquisition targets, we will consider the following
kinds of factors: (a) potential for growth, indicated by new technology,
anticipated market expansion or new products; (b) competitive position as
compared to other firms of similar size and experience within the industry
segment as well as within the industry as a whole; (c) strength and diversity
of
management, either in place or scheduled for recruitment; (d) capital
requirements and anticipated availability of required funds, to be provided
by
our company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other sources; (e) the
cost of participation by our company as compared to the perceived tangible
and
intangible values and potentials; (f) the extent to which the business
opportunity can be advanced; (g) the accessibility of required management
expertise, personnel, raw materials, services, professional assistance and
other
required items; and (h) other relevant factors.
In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and
at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may
not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.
In
implementing a structure for a particular business acquisition, we may become
a
party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another entity. We also may acquire stock or assets of an
existing business. On the consummation of a transaction it is probable that
the
present management and shareholders of the company will no longer be in control
of the company. In addition, our officers and directors, as part of the terms
of
the acquisition transaction, likely will be required to resign and be replaced
by one or more new officers and directors without a vote of our
shareholders.
It
is
anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal
and
state securities laws. In some circumstances, however, as a negotiated element
of a transaction, we may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in our securities
may
have a depressive effect on that market.
While
the
actual terms of a transaction to which we may be a party cannot be predicted,
it
may be expected that the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the
acquisition as a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.
11
With
respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in
all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's shareholders at such time.
The
Company will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other terms.
We
are
presently subject to all of the reporting requirements included in the Exchange
Act. Included in these requirements is the duty of the Company to file audited
financial statements as part of its Form 8-K to be filed with the Securities
and
Exchange Commission upon consummation of a merger or acquisition, as well as
the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations
made
by the target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management of
the
Company.
It
is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention
and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred.
12
Our
Company, based on our proposed business activities, is a "blank check" company.
The U.S. Securities and Exchange Commission (the “SEC”) defines those companies
as "any development stage company that is issuing a penny stock, within the
meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended
(the “Securities Act”), the Company also qualifies as a “shell company,” because
it has no or nominal assets (other than cash) and no or nominal operations.
Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded
a
business combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.
Plan
of Operation
We
are in
the development stage and have no revenue or business operations. Over the
next
12 months, we will attempt to acquire other assets or business operations that
will maximize shareholder value. No specific assets or businesses have been
definitively identified and there is no certainty that any such assets or
business will be identified or any transactions will be consummated.
We
expect
that we will need to raise funds in order to effectuate our business plans.
We
intend initially to seek additional investors to purchase our stock to provide
us with working capital to fund our operations. Thereafter, we will seek to
establish or acquire businesses or assets with additional funds raised either
via the issuance of shares or debt. There can be no assurance that additional
capital will be available to us. We may seek to raise the required capital
by
other means. We may have to issue debt or equity or enter into a strategic
arrangement with a third party. We currently have no agreements, arrangements
or
understandings with any person to obtain funds through bank loans, lines of
credit or any other sources. Since we have no such arrangements or plans
currently in effect, our inability to raise funds will have a severe negative
impact on our ability to remain a viable company. In pursuing the foregoing
goals, we may seek to expand or change the composition of the Board or make
changes to our current capital structure, including issuing additional shares
or
debt and adopting a stock option plan.
We
do not
expect to generate any revenues over the next twelve months. Our principal
business objective for the next 12 months will be to seek, investigate and,
if
such investigation warrants, engage in a business combination with a private
entity whose business presents an opportunity for our shareholders.
The
condensed financial statements contained in this Report have been prepared
on a
‘going concern’ basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. For the reasons
discussed in this Report, there is a significant risk that we will be unable
to
continue as a going concern, in which case, you would suffer a total loss on
your investment in our company.
Off-Balance
Sheet Arrangements
None.
Item
3. Controls
and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within
the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer
have reviewed the effectiveness of our "disclosure controls and procedures"
(as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
within the end of the period covered by this Quarterly Report on Form 10-QSB
and
have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the last day they were evaluated by our Chief
Executive Officer and Chief Financial Officer.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
14
PART
II. OTHER INFORMATION
Item
1. Legal
Proceedings.
There
are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Purchases
of equity securities by the issuer and affiliated purchasers
None.
Item
3. Defaults
Upon Senior Securities.
None.
Item
4. Submission
of Matters to a Vote of Security Holders.
There
was
no matter submitted to a vote of security holders during the fiscal quarter
ended March 31, 2007.
Item
5. Other
Information.
None.
Item
6. Exhibits
Exhibit
No.
Description
Where
Found
31.1
Rule
13a-14(a)/15d14(a) Certifications
Attached
Hereto
32.1
Section
1350 Certifications
Attached
Hereto
15
SIGNATURES
In
accordance with to requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
