10-Q 1 g3417.txt QTRLY REPORT FOR THE QTR ENDED 7-31-09 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 JULY 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) Resident Agents of Nevada, Inc. 711 S. Carson Street, Ste 4 Carson City, Nevada 89701 775 882 4641 (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 September 4, 2009 ITEM 1. FINANCIAL STATEMENTS YELLOW HILL ENERGY INC (An Exploration Stage Company) Balance Sheets (Expressed in U.S. Dollars)
July 31, April 30, 2009 2009 -------- -------- (Audited) ASSETS CURRENT ASSETS Cash $ 201 $ 7,156 -------- -------- Total Current Assets 201 7,156 -------- -------- Total Assets $ 201 $ 7,156 ======== ======== LIABILITIES CURRENT LIABILITIES Accounts Payable and Accrued Liabilities 1,513 -- -------- -------- Total Current Liabilities 1,513 -- -------- -------- 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 (61,312) (52,844) -------- -------- Total Stockholders' Equity (1,312) 7,156 -------- -------- Total Liabilities and Stockholders' Equity $ 201 $ 7,156 ======== ========
The accompanying notes are an integral part of these financial statements. 2 YELLOW HILL ENERGY INC. (An Exploration Stage Company) Statements of Operations (Expressed in U.S. Dollars)
Period from March 14, 2007 For the Three For the Three (Date of inception) Months Ended Months Ended through July 31, July 31, July 31, 2009 2008 2009 ------------ ------------ ------------ (Unaudited) (Unaudited) REVENUES: Revenues $ -- $ -- $ -- ------------ ------------ ------------ Total Revenues -- -- -- ------------ ------------ ------------ EXPENSES: Operating Expenses Impairment of mineral property -- -- 8,650 Exploration -- -- 7,880 General and Administrative 4,968 535 26,992 Professional Fees 3,500 3,000 17,790 ------------ ------------ ------------ Total Expenses $ 8,468 3,535 61,312 ------------ ------------ ------------ Net loss from Operations (8,468) (3,535) (61,312) PROVISION FOR INCOME TAXES: Income Tax Expense -- -- -- ------------ ------------ ------------ Net Income (Loss) for the period $ (8,468) $ (3,535) $ (61,312) ============ ============ ============ Basic and Diluted Earnings Per Common Share (0.00) (0.00) ------------ ------------ Weighted Average number of Common Shares used in per share calculations 30,000,000 30,000,000 ============ ============
The accompanying notes are an integral part of these financial statements. 3 YELLOW HILL ENERGY INC (An Exploration Stage Company) Statements of Stockholders' Equity For the period from March 14, 2007 (inception) to July 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 -- -- -- (20,842) (20,842) ----------- -------- -------- --------- --------- Balance, April 30, 2009 30,000,000 30,000 30,000 (52,844) 7,156 Net Loss for the Period -- -- -- (8,468) (8,468) ----------- -------- -------- --------- --------- Balance, July 31, 2009 30,000,000 $ 30,000 $ 30,000 $ (61,312) $ (1,312) =========== ======== ======== ========= =========
The accompanying notes are an integral part of these financial statements. 4 YELLOW HILL ENERGY INC (An Exploration Stage Company) Statements of Cash Flows (Expressed in U.S. Dollars)
Period from March 14, 2007 For the Three For the Three (Date of inception) Months Ended Months Ended through July 31, July 31, July 31, 2009 2008 2009 -------- -------- -------- OPERATING ACTIVITIES: Net Loss $ (8,468) $ (3,535) $(61,312) Adjustments to reconcile net loss to net cash used in operating activities: Impairment of mineral property -- -- 8,650 Accounts Payable and Accrued Liabilities 1,513 -- 1,513 -------- -------- -------- Net Cash Used in Operating Activities (6,955) (3,535) (51,149) -------- -------- -------- INVESTING ACTIVITIES: Mineral property acquisition cost -- -- (8,650) -------- -------- -------- Net Cash Used in Investing Activities -- -- (8,650) -------- -------- -------- FINANCING ACTIVITIES: Common Stock issued for cash -- -- 60,000 -------- -------- -------- Net Cash Provided from Financing Activities -- -- 60,000 -------- -------- -------- Increase (decrease) in Cash (6,955) (3,535) 201 -------- -------- -------- Cash, Beginning of the period 7,156 28,398 -- -------- -------- -------- Cash, End of the period $ 201 $ 24,863 $ 201 ======== ======== ======== 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 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. YEAR END - The Company's year end is April 30. USE OF ESTIMATES - The preparation of the 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 amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. INCOME TAXES - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. 7 Yellow Hill Energy Inc. (An Exploration Stage Company) Notes to the Financial Statements 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company has net operating loss carryover to be used for reducing future year's taxable income. The Company has recorded a valuation allowance for the full potential tax benefit of the operating loss carryovers due to the uncertainty regarding realization. NET LOSS PER COMMON SHARE - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share ("SFAS 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from September 26, 2006 (Date of Inception) through July 31, 2009, the Company had no potentially dilutive securities. STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. LONG-LIVED ASSETS - In accordance with Financial Accounting Standards Board ("FASB") SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its inception on March 14, 2007 and has not yet realized any revenues from its planned operations, being the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The Company assesses the carrying costs for impairment under SFAS No. 144, "Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. 8 Yellow Hill Energy Inc. (An Exploration Stage Company) Notes to the Financial Statements 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) RECENT ACCOUNTING PRONOUNCEMENTS In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS No. 160"), which will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets. SFAS No. 160 is effective as of the beginning of an entity's first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of the SFAS No. 160 during the period had no impact on the Company's financial position, results of operations or cash flows. In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations ("SFAS No. 141R"). SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the entity's first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations completed by the Company prior to January 1, 2009 will be recorded and disclosed following existing GAAP. The adoption of the SFAS No. 141R had no impact on the Company's financial position, results of operations or cash flows. In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115 ("SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. As of July 31, 2009, the Company has not adopted this statement and management has not determined the effect that adopting this statement would have on the Company's financial position or results of operations. In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are 9 Yellow Hill Energy Inc. (An Exploration Stage Company) Notes to the Financial Statements 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of the SFAS No. 161 had no impact on the Company's financial position, results of operations or cash flows. In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60." SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of the SFAS No. 163 during the period had no impact on the Company's financial position, results of operations or cash flows. In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. This FSP shall be effective for interim reporting periods ending after June 15, 2009. The Company does not have any fair value of financial instruments to disclose and accordingly, does not expect the adoption of this standard to have a material effect on its financial statements. In June 2009, the Securities and Exchange Commission's Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent 10 Yellow Hill Energy Inc. (An Exploration Stage Company) Notes to the Financial Statements 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) pronouncements by the Financial Accounting Standards Board, namely, Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations, and Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements. The statements in staff accounting bulletins are not rules or interpretations of the Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws. Management believes recently issued accounting pronouncements will have no impact on the financial statements of Yellow Hill Energy Inc. 2. PROPERTY AND EQUIPMENT As of July 31, 2009, the Company does not own any property and/or equipment. 3. MINERAL PROPERTY During the year ended April 30, 2008, the Company did not renew their mineral claims. 4. STOCKHOLDER'S EQUITY The Company has 75,000,000 shares authorized with a par value of $0.001 per share. Effective April 28, 2007, a total of 15,000,000 shares of the Company's common stock were issued to the sole director of the Company pursuant to a stock subscription agreement at $0.001 per share for total proceeds of $15,000. Effective July 31, 2007, a total of 15,000,000 shares of the Company's common stock were issued pursuant to stock subscription agreements at $0.003 per share for total proceeds of $45,000. 5. RELATED PARTY TRANSACTIONS We currently utilize office space at the office of Axonus Asia Limited, 10B TimeCentre, 53-55 Hollywood Road, Central, Hong Kong. Jay Jhaveri, the sole office rand 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 July 31, 2009, Axonus Asia Limited has charged the Company a total of $4,539 for office rent and corporate services. $1,513 of this amount is recorded as accounts payable at July 31, 2009. 11 Yellow Hill Energy Inc. (An Exploration Stage Company) Notes to the Financial Statements 6. STOCK OPTIONS As of July 31, 2009, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at any point in the future. 7. ADVERTISING The Company will expense its advertising when incurred. There has been no expenditures on advertising since inception. 8. SUBSEQUENT EVENT On August 13, 2009, the sole director provided the Company with a $15,000 loan for working capital. The loan is non-interest bearing, unsecured and without specific terms of payment. 12 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 $8,468 for the three month period ended July 31, 2009. For the same period in 2008 our operating expenses were $3,535. 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 July 31, 2009 was $61,312. In their report on our audited financial statements as at April 30, 2009, 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 July 31, 2009. Balance Sheet Data: 7/31/2009 ------------------- --------- Cash $ 201 Total assets $ 201 Total liabilities $ 1,513 Shareholders' equity $(1,312) LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at July 31, 2009 was $201 with outstanding liabilities of $1,513. If we experience a shortage of cash for operations, funds may be loaned to or invested in us by our stockholders, management or other investors. PLAN OF OPERATION 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 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. 13 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. 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, 14 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. PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) On August 7, 2009, Board of Directors of the Registrant dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was engaged as the Registrant's new independent registered public account firm. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as its independent auditor. None of the reports of Moore & Associates Chartered on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended April 30, 2009 a going concern qualification in the registrant's audited financial statements. During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, 15 which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements. The registrant requested that Moore and Associates, Chartered furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter was attached as an exhibit to the Registrant's Form 8-K file on August 10, 2009. b) On August 7, 2009, the registrant engaged Seale and Beers, CPAs as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B. 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 16 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. September 4, 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 September 4, 2009 --------------------------------- ----------------- Jay Jhaveri, President & Director Date (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer) 17