-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bdkpgnped9lHV7FzbWf9RV8ll87V+zgkPhWrRNooQ29IOdG+8cnnLXkjWlaqwTFs VpQSPHontJ5jDlYsfvNVHQ== 0001002014-08-000124.txt : 20080214 0001002014-08-000124.hdr.sgml : 20080214 20080214171848 ACCESSION NUMBER: 0001002014-08-000124 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Laycor Ventures Corp. CENTRAL INDEX KEY: 0001292518 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-51403 FILM NUMBER: 08618966 BUSINESS ADDRESS: STREET 1: 1128 QUEBEC STREET STREET 2: SUITE 407 CITY: VANCOUVER STATE: A1 ZIP: V6A 4E1 BUSINESS PHONE: (604) 689-1453 MAIL ADDRESS: STREET 1: 1128 QUEBEC STREET STREET 2: SUITE 407 CITY: VANCOUVER STATE: A1 ZIP: V6A 4E1 10-Q 1 lvc10q123107.htm LAYCOR VENTURES CORP. FORM 10-Q FOR DECEMBER 31, 2007 Laycor Ventures Corp. Form 10-Q for December 31, 2007

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]     QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934 
  FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007 
 
OR   
 
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934 

Commission file number 000-51403

LAYCOR VENTURES CORP.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

1128 Quebec Street, Suite 407
Vancouver, British Columbia
Canada V6A 4E1
(Address of principal executive offices, including zip code.)

(604) 689-1453
(telephone number, including area code)

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 last 90 days.
YES [X]  NO [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]   Accelerated filer  [   ] 
Non-accelerated filer    [  ] 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]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 24,034,500 as of February 12, 2008.

 

 


PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

Balance Sheets   F-1 
Statements of Expenses   F-2 
Statements of Cash Flows   F-3 
Notes to Financial Statements   F-4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-2-


LAYCOR VENTURES CORP.
(An Exploration Stage Company)
 
INTERIM BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
 
 
  DECEMBER 31     MARCH 31  
    2007     2007  
        (Audited)  
ASSETS           
 
Current           
         Cash and cash equivalents  $  25,541   $  32,045  
 
LIABILITIES           
 
Current           
         Accounts payable and accrued liabilities  11,255   $  7,500  
 
STOCKHOLDERS’ EQUITY           
 
Stock Capital           
         Authorized:           
                   100,000,000 voting common shares with a par value of           
                       $0.001 per share           
                   100,000,000 preferred shares with a par value of $0.001           
                       per share           
         Issued and outstanding:           
                           8,011,500 common shares at December 31, 2007 and           
                               March 31, 2007    8,012   8,012  
 
Additional Paid-In Capital    147,563   147,563  
Deficit Accumulated During The Exploration Stage    (141,289 )   (131,030 )
    14,286     24,545  
 
  $  25,541   $  32,045  

 

The accompanying notes are an integral part of these financial statements.
F-1

-3-


LAYCOR VENTURES CORP.
(An Exploration Stage Company)
 
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
(Stated in U.S. Dollars)
 
 
 
                             CUMULATIVE  
                    PERIOD FROM  
                    INCEPTION  
                    MARCH 23  
    THREE MONTHS ENDED   NINE MONTHS ENDED   2004 TO  
    DECEMBER 31   DECEMBER 31   DECEMBER 31  
    2007     2006     2007     2006       2007  
 
Revenue  $       -   $  -   $  -   $  -    $ -  
 
Expenses                       
         Automobile expenses    -   -   -   -   42  
         Consulting    -   -   -   2,500   5,500  
         Filing fees    -   -   -   400   4,000  
         General and                       
         administrative    -   -   35   -   860  
         Interest and bank charges    19   20   83   87   449  
         Mineral property                       
            acquisition and    -   -   -   -   42,998  
            exploration                       
         Mineral claim renewal    -   -   1,505   -   1,505  
         Office expenses    -   -   -   -   65  
         Professional fees    4,953   5,350   9,404   11,630   85,643  
         Promotion and    -   -   -   -   954  
entertainment                       
         Travel    -     -     -     -      3,806  
    4,972     5,370     11,027     14,617      145,822  
 
Loss Before Other Income    4,972   5,370   11,027   14,617   145,822  
Other Income    (176 )    (440 )    (768 )    (1,324 )   (4,533 )
 
Net Loss For The Period  $  4,796   $  4,930   $  10,259   $  13,293    $ 141,289  
 
 
Basic And Diluted Loss Per                       
   Share  $  0.00   $  0.00   $  0.00   $  0.00      
 
 
Weighted Average Number                       
   Of Shares Outstanding    8,011,500     8,011,500     8,011,500     8,011,500      

The accompanying notes are an integral part of these financial statements.
F-2

-4-


LAYCOR VENTURES CORP.
(An Exploration Stage Company)
 
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
 
 
 
                CUMULATIVE  
              PERIOD FROM  
              INCEPTION  
              MARCH 23  
    NINE MONTHS ENDED   2004 TO  
    DECEMBER 31      DECEMBER 31  
    2007   2006     2007  
 
Cash Flow Provided By (Used In):                 
 
Operating Activities                 
         Net loss for the period  $  (10,259 )  $  (13,293 ) $ (141,289 )
 
         Changes in non-cash working capital item:                 
Accounts payable and accrued liabilities    3,755     (22,059 )   11,255  
    (6,504 )    (35,352 )   (130,034 )
Financing Activities                 
         Issue of capital stock    -     -     155,575  
 
Increase (Decrease) In Cash And Cash Equivalents For                 
   The Period    (6,504 )    (35,352 ) 25,541  
 
Cash And Cash Equivalents, Beginning Of Period    32,045     79,783     -  
 
Cash And Cash Equivalents, End Of Period  $  25,541   $  44,431   $ 25,541  
 
 
Cash And Cash Equivalents Are Comprised Of:                 
         Cash    5,519   $  3,501      
         Short term deposit    20,022     40,930      
 
  $  25,541   $  44,431      
 
 
Supplemental Disclosure Of Cash Flow Information:                 
         Interest paid    -   $  -   $ -  
         Income taxes paid    -   $  -   $ -  

The accompanying notes are an integral part of these financial statements.
F-3

-5-


LAYCOR VENTURES CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

1.     

BASIS OF PRESENTATION

 
 

Basis of Presentation

 
 

The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. This report on Form 10-QSB should be read in conjunction with the Company’s financial statements, and notes thereto, included in the Company’s Form 10-KSB for the fiscal year ended March 31, 2007. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-KSB for the fiscal year ended March 31, 2007, has been omitted. The results of operations for the nine month period ended December 31, 2007 are not necessarily indicative of results for the entire year ending March 31, 2008.

 
 

Organization

 
 

The Company was incorporated in the State of Nevada, U.S.A., on March 23, 2004.

 
 

Exploration Stage Activities

 
 

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining claims. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.

 
 

As shown in the accompanying interim financial statements, the Company has incurred a net loss of $141,289 for the period from inception, March 23, 2004 to December 31, 2007, and has no sales.

 
 
2.     

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

 
F-4
 

-6-


LAYCOR VENTURES CORP.
(An Exploration Stage Company)


NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

2.     

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
 

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

 
  a)     

Cash and Cash Equivalents

 
   

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. Cash consists of cash on deposit with a bank. The Company places its cash with a high quality financial institution and, to date, has not experienced losses on any of its balances.

 
  b)     

Exploration Stage Enterprise

 
   

The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage

 
  c)     

Mineral Rights

 
   

The Company capitalizes acquisition and option costs of mineral property rights. The amount capitalized represents fair value at the time the mineral rights were acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit- of-production method.

 
  d)     

Exploration Costs

 
   

Mineral exploration costs are expensed as incurred.

 
  e)     

Use of Estimates

 
   

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

 

F-5
 
- -7-


LAYCOR VENTURES CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS


DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

2.     

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
  f)     

Foreign Currency Translation

 
   

The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:

 
    i)     

monetary items at the rate prevailing at the balance sheet date;

    ii)     

non-monetary items at the historical exchange rate;

    iii)     

revenue and expense at the average rate in effect during the applicable accounting period. Gains and losses arising on fluctuation or settlement of foreign currency denominated transactions are recorded in the statement of operations.

 
 
3.     

MINERAL CLAIM INTEREST

 
 

The President, on behalf of the Company, holds 100% interest in mineral claims tenure #536686 and #536980, located in the Rock Creek area of the Greenwood Mining Division, British Columbia, Canada. Exploration activity of both mineral claims has been suspended due to government regulation. In fiscal year 2005, the Company spent $40,000 on the exploration of the Rock Creek, BC Project. The Company has not determined the mineral claims contain mineralized material and has completely written off all mineral rights and acquisition costs to operations.

 
 
4.     

CAPITAL STOCK

 
 

In March 2004, the Company issued 5,000,000 common shares at $0.001 per share, for cash proceeds of $5,000.

 
 

On April 29, 2005, the Company closed a public offering and issued 3,011,500 common shares at $0.05 per share for total proceeds of $150,575.

 
 
5.     

ASSET RETIREMENT OBLIGATIONS

 
 

The Company has adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which establishes a uniform methodology for accounting for estimated reclamation and abandonment costs. According to SFAS No. 143, the fair value of a liability for an asset retirement obligation (ARO) will be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The ARO is capitalized as part of the carrying value of the assets to which it is associated, and depreciated over the useful life of the asset.

 

F-6

-8-


LAYCOR VENTURES CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2007
(Unaudited)
(Stated in U.S. Dollars)

6.     

IMPAIRMENT OF LONG-LIVED ASSETS

 
 

In accordance with Statement of Financial Accounting Standards No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. In such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets.

 
 
7.     

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

 
 

The Company has no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements or other matters. Rental of premises is on a month-to- month basis.

 
 
8.     

SUBSEQUENT EVENTS

 
  a)     

On January 25, 2008, the Board of Directors of the Company declared the payment of a stock dividend, approving the payment of such dividend to all of the stockholders of record of the Company as of the record date of February 7, 2008. Such stock dividend will be paid on February 8, 2008. The ex-dividend date will be February 11, 2008. Each stockholder of the Company will be entitled to receive two additional shares of the Company's common stock for each one share of the Company's common stock which they hold as of the record date. The number of issued and outstanding common shares increased from 8,011,500 shares to 24,034,500 shares.

 
  b)     

Effective January 31, 2008, by written consent, the Board of Directors and the holders of a majority of the outstanding shares of common stock approved an amendment to the Articles of Incorporation to change the name of the Company from Laycor Ventures Corp. to Blackwater Midstream Corp.

 
  c)     

Effective January 31, 2008, by action of written consent, the Board of Directors and the holders of a majority of the outstanding shares of Common Stock approved an increase to the number of authorized capital stock of the Corporation from 200,000,000 to 220,000,000 shares, by authorizing a class of blank check preferred stock, par value $0.001, consisting of 20,000,000 authorized shares, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the Company’s Board of Directors.

 

 

 

 

F-7

-9-


ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

     We are an exploration stage corporation and have not generated or realized any revenues from our business operations.

     We have completed geological mapping and prospecting auger geochemical survey, rock sampling and control grid emplacement on the James Gang mineral claim.

     We have not discovered mineralized material as of the date hereof.

     We may attempt to interest other companies in the property.

     If we are unable to complete exploration because we don’t have enough money, we will cease operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything.

     We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

     We have not been successful at raising additional funds or finding a partner to fund our exploration but in June 2006 as a cost saving measure the James Gang Claim (BC tenure number 408850) was cancelled effective July 6, 2006. Simultaneously a new claim (BC tenure number 536686) was staked that covers the same area/ground as the "old" James Gang Claim. Another adjoining claim (BC tenure number 536980) was also staked that covers ground to the north. The claims now cover 898 acres.

     On February 5, 2007 we received a letter from the Ministry of Environment of British Columbia wherein they are proposing to designate 21 Wildlife Habitat Areas of which will overlap our mineral claim (tenure # 536686). As a result of this proposal we have decided to suspend exploration of the property. The claims are in good standing until July 6, 2008. We have asked the Ministry of Environment to reimburse us $42,998, the exploration costs we have paid to date, however as of the date hereof, we have not received a reply.

 

 

 

-10-


     On June 13, 2007 we received notice from the Ministry of Environment of British Columbia that the Wildlife Habitat Area (WHA) is currently on hold until winter 2007 and could include a number of possible decisions based on new species information: proceeding with the existing boundaries, changing the boundaries or canceling the proposal. We have been informed that it is not the policy of the Ministry of Environment to provide compensation.

     In July 2007 we decided to renew our claims being (Tenures #536686 and #536980) they are now in good standing until July 06, 2008. We have not heard back from the Ministry of Environment since June 13, 2007. We were told we would hear back from the Ministry of Environment in the winter of 2007 and we are still waiting. We continue looking for other projects and have still decided to suspend exploration on the properties.

     On January 25, 2008, the Board of Directors of Laycor Ventures Corp. declared the payment of a stock dividend, approving the payment of such dividend to all of the stockholders of record of the Company as of the record date of February 7, 2008. Such stock dividend will be paid on February 8, 2008. The ex-dividend date will be February 11, 2008. Each stockholder of the Company will be entitled to receive two (2) additional shares of the Company's common stock for each one (1) share of the Company's common stock which they hold as of the record date. In connection with this stock dividend, the ownership of stockholders possessing 8,011,500 shares of the Company's Common Stock will be thereby be increased to 24,034,500 shares of common stock.

     On February 6, 2008, a change in control of Laycor Ventures Corp.occurred. Robert Wayne Morgan, the sole officer, director and majority holder (the "Selling Shareholder") of the Common Stock of the Company, sold four million, nine hundred, thirty-three thousand (4,933,000) shares to fifteen persons in a private transaction, thereby divesting the controlling interest of voting shares of the Company.

     Our Articles of Incorporation do not currently authorize the Company to issue preferred stock. Our Board and majority stockholder have approved an amendment to our articles of incorporation to authorize the issuance of 20,000,000 shares of preferred stock, par value $0.001 per share. The authorization of our Board to create and issue various series of preferred stock without additional stockholder approval will provide the Company the flexibility to seek additional capital through equity financings in a competitive environment and to use equity, rather than cash, to complete acquisitions. As of the date hereof, the Company has no commitments, arrangements or understandings with respect to the issuance of the preferred stock it is seeking to authorize.

     The Board of Directors and the holders of a majority of the outstanding shares of Common Stock have also approved an amendment to the Articles of Incorporation to change the name of the Company from "Laycor Ventures Corp." to "Blackwater Midstream Corp." The Board of Directors and the majority shareholders have determined that this amendment is advisable and should be adopted by the shareholders in that the new name will better reflect the proposed new operations of the Company.

 

 

 

-11-


Limited Operating History; Need for Additional Capital

     There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.

     We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. We may seek equity financing to provide capital for further exploration.

Results of Operations
From Inception on March 23, 2004

     We retained the services of a mining engineer to supervise our plan of operation. We have labeled his activities “consulting services” throughout this report. The mining engineer retained by us is an unrelated third party.

     We are exploring one property containing two claims. We have suspended exploration pending a resolution of the Ministry of Environment's condemnation plan.

Liquidity and Capital Resources

     As of the date of this report, we have yet to generate any revenues from our business operations.

     We issued 5,000,000 shares of common stock through a Section 4(2) offering in March 2004. This was accounted for as a purchase of shares of common stock.

     We issued 3,011,500 shares of common stock through our public offering declared effective on February 11, 2005 and raised $150,575. This was accounted for as a purchase of shares of common stock.

     As of December 31, 2007, our total assets were $25,541 and our total liabilities were $11,255. We had cash and cash equivalents of $25,541.

     At December 31, 2007, we had working capital of $14,286 compared to a working capital of $39,342 at December 31, 2006.

     We have no long-term debt and do not regard long-term borrowing as a good, prospective source of financing.

 

 

 

-12-


ITEM 4.      CONTROLS AND PROCEDURES.

     Evaluation of Disclosure Controls and Procedures - Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

 
PART II. OTHER INFORMATION

ITEM 2.      USE OF PROCEEDS

     On February 11, 2005, the Securities and Exchange Commission declared our Form SB-2 registration statement effective (SEC file no. 333-116229). Under the terms of our Form SB-2 registration statement, we are offering, without the assistance of an underwriter, up to a total of 4,000,000 shares of common stock on a self-underwritten basis, 2,000,000 shares minimum, 4,000,000 shares maximum. The offering price is $0.05 per share. On April 5, 2005, we completed our public offering by raising $150,575 and sold 3,011,500 shares of our common stock at an offering price of $0.05 per share. From the period February 11, 2005 to December 31, 2007, we spent the following:

Consulting Services  $  31,750 
Core Drilling  $  5,400 
Analyzing Samples  $  5,350 
Accounting  $  34,818 
Legal  $  24,217 
Services  $  none 
TOTAL  $  101,535 

 
ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.     Document Description 
31.1  Certification of Principal Executive Officer and Principal Financial Officer pursuant to 
  Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 
  1934, as amended. 
 
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of 
  the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). 

 

 

-13-


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of February, 2008.

LAYCOR VENTURES CORP. 
(Registrant) 
 
BY:    ROBERT WAYNE MORGAN 
  Robert Wayne Morgan 
  President, Principal Executive Officer, 
Secretary/Treasurer, Principal Financial
  Officer, Principal Accounting Officer and sole 
  member of the Board of Directors 

 

 

 

 

 

 

 

 

 

 

 

 

-14-


EXHIBIT INDEX

Exhibit No.     Document Description 
31.1  Certification of Principal Executive Officer and Principal Financial Officer pursuant to 
  Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 
  1934, as amended. 
 
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of 
  the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-15-


EX-31.1 2 exh311.htm SARBANES-OXLEY SECTION 302 CERTIFICATION OF CEO AND CFO Sarbanes-Oxley Section 302 Certification of CEO and CFO

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Robert Wayne Morgan, certify that:

1.     

I have reviewed this 10-Q for the period ending December 31, 2007 of Laycor Ventures Inc.;

 
2.     

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;

 
3.     

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 registrant as of, and for, the periods presented in this report;

 
4.     

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
  b.     

Evaluated the effectiveness of the registrant'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

 
  c.     

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 
5.     

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
  a.     

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'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 registrant's internal control over financial reporting.

 
Date:  February 14, 2008  ROBERT WAYNE MORGAN 
    Robert Wayne Morgan 
    Principal Executive Officer and Principal Financial 
    Officer 
 


EX-32.1 3 exh321.htm SARBANES-OXLEY SECTION 906 CERTIFICATION OF CEO AND CFO Sarbanes-Oxley Section 906 Certification of CEO and CFO

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 

     In connection with the Quarterly Report of Laycor Ventures Inc. (the "Company") on Form 10-Q for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Robert Wayne Morgan, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

       (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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       Dated this 14th day of February, 2008.

ROBERT WAYNE MORGAN 
Robert Wayne Morgan 
Chief Executive Officer and Chief Financial Officer 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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