-----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, G8eJIXKWb+w021WiKEecll5nok61sErVbG134wHOoJ7dXrM/Cbg+/eUHjsXGGGCb 310RotKgbgG9DrZ8fXdBcg== 0001165527-09-000128.txt : 20090227 0001165527-09-000128.hdr.sgml : 20090227 20090227105013 ACCESSION NUMBER: 0001165527-09-000128 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090131 FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Yellow Hill Energy Inc. CENTRAL INDEX KEY: 0001401983 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 208642477 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-143626 FILM NUMBER: 09640260 BUSINESS ADDRESS: STREET 1: #350-409 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1T2 BUSINESS PHONE: 604 696 2711 MAIL ADDRESS: STREET 1: #350-409 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1T2 10-Q 1 g2959.txt QTRLY REPORT FOR THE QTR ENDED 1-31-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2009 Commission file number 333-143626 YELLOW HILL ENERGY INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 10B Time Centre, 53-55 Hollywood Road, Central, Hong Kong (Address of principal executive offices, including zip code) 852 2521 5455 (Telephone number, including area code) Karen A. Batcher, Esq. Synergen Law Group, APC 44 Otay Lakes Road, #143 Chula Vista, CA 91910 Tel: 619.475.7882 Fax: 619.512.5184 (Name, address and telephone number of agent for service) 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 [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 30,000,000 shares as of February 24, 2009. ITEM 1. FINANCIAL STATEMENTS YELLOW HILL ENERGY INC (An Exploration Stage Enterprise) Balance Sheet (Expressed in U.S. Dollars)
January 31, April 30, 2009 2008 -------- -------- (Audited) ASSETS CURRENT ASSETS Cash $ 15,185 $ 28,398 -------- -------- Total Current Assets 15,185 28,398 -------- -------- Total Assets $ 15,185 $ 28,398 ======== ======== LIABILITIES CURRENT LIABILITIES Accounts Payable and Accrued Liabilities $ -- $ 400 -------- -------- Total Current Liabilities -- 400 -------- -------- STOCKHOLDERS' EQUITY Common Stock 75,000,000 authorized shares, par value $0.001 30,000,000 shares issued and outstanding 30,000 30,000 Additional Paid-in-Capital 30,000 30,000 Deficit accumulated during exploration stage (44,815) (32,002) -------- -------- Total Stockholders' Equity 15,185 27,998 -------- -------- Total Liabilities and Stockholders' Equity $ 15,185 $ 28,398 ======== ========
The accompanying notes are an integral part of these financial statements. 2 YELLOW HILL ENERGY INC. (An Exploration Stage Enterprise) Statement of Operations (Expressed in U.S. Dollars) (Unaudited)
Period from March 14, 2007 Three Months Three Months Nine Months Nine Months (Date of inception) Ended Ended Ended Ended through January 31, January 31, January 31, January 31, January 31, 2009 2008 2009 2008 2009 ----------- ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES: Revenues $ -- $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- ----------- Total Revenues -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- EXPENSES: Operating Expenses Impairment of mineral property -- -- -- -- 8,650 Exploration -- -- -- 2,880 7,880 General and Administrative 6,258 1,976 7,873 4,772 13,995 Professional Fees 1,500 1,500 4,940 6,350 14,290 ----------- ----------- ----------- ----------- ----------- Total Expenses 7,758 3,476 12,813 14,002 44,815 ----------- ----------- ----------- ----------- ----------- Net loss from Operations (7,758) (3,476) (12,813) (14,002) (44,815) PROVISION FOR INCOME TAXES: Income Tax Benefit -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- Net Income (Loss) for the period $ (7,758) $ (3,476) $ (12,813) $ (14,002) $ (44,815) =========== =========== =========== =========== =========== Basic and Diluted Earnings Per Common Share (0.00) (0.00) (0.00) (0.00) ----------- ----------- ----------- ----------- Weighted Average number of Common Shares used in per share calculations 30,000,000 30,000,000 30,000,000 25,000,000 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 3 YELLOW HILL ENERGY INC (An Exploration Stage Enterprise) Statement of Stockholders' Equity For the period from March 14, 2007 (inception) to January 31, 2009 (Expressed in U.S. Dollars)
Accumulated Deficit During $0.001 Paid-In Exploration Stockholders' Shares Par Value Capital Stage Equity ------ --------- ------- ----- ------ Balance, March 14, 2007 (Date of Inception) -- $ -- $ -- $ -- $ -- Stock Issued for cash at $0.001 per share 15,000,000 15,000 -- -- 15,000 on April 28, 2007 Net Loss for the Period -- -- -- (15,890) (15,890) ----------- -------- -------- --------- --------- Balance, April 30, 2007 15,000,000 15,000 -- (15,890) (890) Stock Issued for cash at $0.003 per share 15,000,000 15,000 30,000 -- 45,000 on July 31, 2007 Net Loss for the Period -- -- -- (16,112) (16,112) ----------- -------- -------- --------- --------- Balance, April 30, 2008 30,000,000 30,000 30,000 (32,002) 27,998 Net Loss for the Period -- -- -- (12,813) (12,813) ----------- -------- -------- --------- --------- Balance, January 31, 2009 $30,000,000 $ 30,000 $ 30,000 $ (44,815) $ 15,185 =========== ======== ======== ========= =========
The accompanying notes are an integral part of these financial statements. 4 YELLOW HILL ENERGY INC (An Exploration Stage Enterprise) Statement of Cash Flows (Expressed in U.S. Dollars)
Period from For the Nine For the Nine March 14, 2007 Months Ended Months Ended (Date of inception) to January 31, January 31, January 31, 2009 2008 2009 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(12,813) $(14,002) $(44,815) Adjustments to reconcile net loss to net cash used in operating activities: Impairment of mineral property -- -- 8,650 Accounts Payable and Accrued Liabilities (400) (6,500) -- -------- -------- -------- Net Cash Provided from Operating Activities (13,213) (20,502) (36,165) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Mineral property acquisition cost -- -- (8,650) -------- -------- -------- Net Cash Used in Investing Activities -- -- (8,650) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Common Stock issued for cash -- 45,000 60,000 -------- -------- -------- Net Cash Provided from Financing Activities -- 45,000 60,000 -------- -------- -------- Increase (decrease) in Cash (13,213) 24,498 15,185 -------- -------- -------- Cash, Beginning of the period 28,398 5,760 -- -------- -------- -------- Cash, End of the period $ 15,185 $ 30,258 $ 15,185 ======== ======== ======== Supplemental Information: Taxes paid $ -- $ -- $ -- ======== ======== ======== Interest paid $ -- $ -- $ -- ======== ======== ========
The accompanying notes are an integral part of these financial statements. 5 YELLOW HILL ENERGY INC. (An Exploration Stage Company) Notes to the Financial Statements NOTE 1 - DESCRIPTION OF BUSINESS THE COMPANY'S HISTORY - Yellow Hill Energy Inc., a Nevada corporation, (hereinafter referred to as the "Company" or "Yellow Hill Energy") was incorporated in the State of Nevada on March 14, 2007. The Company was formed to engage in the acquisition, exploration and development of natural resource properties of merit. The Company completed its prospectus offering of 15,000,000 shares of the Company's common stock at a price of $0.003 per share for gross proceeds of $45,000 on July 31, 2007. The Company acquired mineral claims during the initial period ending April 30, 2007. During the period ended July 31, 2008, the Company did not renew their mineral claims. On September 9, 2008 Craig Lindsay resigned as our president, chief financial officer and director and Sean Mitchell resigned as our secretary, treasurer and director. As a result on September 9, 2008 we appointed Jay Jhaveri as president, secretary, treasurer, director and chief financial officer of our company. Our board of directors now consists of Jay Jhaveri. On September 9, 2008 the Company moved our operations to 10B Time Centre, 53-55 Hollywood Road, Central, Hong Kong and Jay Jhaveri performs all our corporate and administrative operations. THE COMPANY TODAY - The Company is currently a developments stage company reporting under the provisions of the Statement of Financial Accounting Standard ("FASB") No. 7, "Accounting and Reporting for Development Stage Enterprises." Our purpose has been to serve as a vehicle to acquire an operating business and we are currently considered a "shell" company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yet-to-be identified operating company or business. We have no employees and no material assets. MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the Nevada Secretary of State on March 14, 2007, indicating Sandra L. Miller on behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The initial list of officers filed with the Nevada Secretary of State on April 13, 2007, indicates Craig T. Lindsay as the President and Treasurer; and Sean Mitchell as Secretary and Director. On September 9, 2008 Craig Lindsay resigned as our president, chief financial officer and director and Sean Mitchell resigned as our secretary, treasurer and director. As a result on September 9, 2008 we appointed Jay Jhaveri as president, secretary, treasurer, director and chief financial officer of our company. Jay Jhaveri performs all our corporate and administrative operations. Our board of directors now consists of Jay Jhaveri. 6 YELLOW HILL ENERGY INC. (An Exploration Stage Company) Notes to the Financial Statements NOTE 2 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2009, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's April 30, 2008 audited financial statements. The results of operations for the period ended January 31, 2009 is not necessarily indicative of the operating results for the full year. NOTE 3 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 7 YELLOW HILL ENERGY INC. (An Exploration Stage Company) Notes to the Financial Statements NOTE 4 - RELATED PARTY TRANSACTIONS We currently utilize office space at the office of Axonus Asia Limited, 10B Time Centre, 53-55 Hollywood Road, Central, Hong Kong. Jay Jhaveri, the sole officer and director of the Company, is a principal and sole shareholder of Axonus Asia Limited. Axonus Asia Limited is paid a total of $1,500 per month for providing facilities that include office space, telephone services, facsimile services, computer and office equipment. For the period ending January 31, 2009, Axonus Asia Limited has been paid a total of $3,000 for office rent and corporate services. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS We are an exploration stage company and have generated no revenues. We incurred operating expenses of $7,758 for the three month period ended January 31, 2009. For the same period in 2008 our operating expenses were $3,476. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. Our net loss for from inception (March 14, 2007) through January 31, 2009 was $44,815. In their report on our audited financial statements as of April 30, 2008, our auditors expressed their doubt about our ability to continue as a going concern unless we are able to raise additional capital and ultimately to generate profitable operations. The following table provides selected financial data about our company for the period from the date of incorporation through January 31, 2009. Balance Sheet Data: 1/31/2009 ------------------- --------- Cash $15,185 Total assets $15,185 Total liabilities $ 0 Shareholders' equity $15,185 LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at January 31, 2009 was $15,185. We cannot continually incur operating losses in the future and may decide that we can no longer continue with our business operations as detailed in our original business plan because of a lack of financial results, a lack of available financial resources or a lack of mineral exploration results. PLAN OF OPERATION On September 9, 2008 Craig Lindsay resigned as our president, chief financial officer and director and Sean Mitchell resigned as our secretary, treasurer and director. As a result on September 9, 2008 we appointed Jay Jhaveri as president, secretary, treasurer, director and chief financial officer of our company. Our board of directors consists of Jay Jhaveri. Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other operating business entity (a Merger Target") desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory 9 requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources. A common reason for a Merger Target to enter into a merger with us is the desire to establish a public trading market for its shares. Such a company would hope to avoid the perceived adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various Federal and state securities law that regulate initial public offerings. As a result of our limited resources, we expect to have sufficient proceeds to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. A target business may be dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the target business will not prove to be commercially viable. We are not currently engaged in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury. During the next twelve months we anticipate incurring costs related to: (i) filing of Exchange Act reports, and (ii) costs relating to identifying and consummating a transaction with a Merger Target. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. Our officer and director are only required to devote a small portion of their time (less than 10%) to our affairs on a part-time or as-needed basis. No regular compensation has, in the past, nor is anticipated in the future, to be paid to any officer or director in their capacities as such. We do not anticipate hiring any full-time employees as long as we are seeking and evaluating business opportunities. 10 We expect our present management to play no managerial role in our company following a business combination. Although we intend to scrutinize closely the management of a prospective target business in connection with our evaluation of a business combination with a target business, our assessment of management may be incorrect. We cannot assure you that we will find a suitable business with which to combine. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. 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. The analysis of new business opportunities will be undertaken by or under the supervision of our officer and director. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. 11 PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-143626, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Chief Executive Officer 31.2 Sec. 302 Certification of Chief Financial Officer 32.1 Sec. 906 Certification of Chief Executive Officer 32.2 Sec. 906 Certification of Chief Financial Officer SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) 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. February 27, 2009 Yellow Hill Energy Inc., Registrant /s/ Jay Jhaveri ----------------------------------------------- By: Jay Jhaveri (Chief Executive Officer, Secretary & Director) In accordance with the Exchange Act, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated. /s/ Jay Jhaveri February 27, 2009 - ------------------------------------- ----------------- Jay Jhaveri, President & Director Date (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer) 12 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATION I, Jay Jhaveri, certify that: 1. I have reviewed this report on Form 10-Q of Yellow Hill Energy 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. The registrant'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(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) 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 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 d) 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. The registrant's other certifying officer(s) and 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 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 27, 2009 /s/ Jay Jhaveri - ------------------------------- Jay Jhaveri Principal Executive Officer EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION Exhibit 31.2 CERTIFICATION I, Jay Jhaveri, certify that: 1. I have reviewed this report on Form 10-Q of Yellow Hill Energy 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. The registrant'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(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) 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 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 d) 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. The registrant's other certifying officer(s) and 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 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 27, 2009 /s/ Jay Jhaveri - ------------------------------------------ Jay Jhaveri Principal Financial and Accounting Officer EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER 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 Yellow Hill Energy Inc. (the "Company") on Form 10-Q for the period ending January 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay Jhaveri, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.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 the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 27th day of February, 2009. /s/ Jay Jhaveri - -------------------------------- Chief Executive Officer EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER 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 Yellow Hill Energy Inc. (the "Company") on Form 10-Q for the period ending January 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay Jhaveri, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.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 the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 27th day of February, 2009. /s/ Jay Jhaveri - -------------------------------- Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----