(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ______________
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000-54252
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(Commission File Number)
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AQUASIL INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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N/A
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(I.R.S. Employer Identification No.)
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380 Lexington Avenue, 17th Floor, New York, NY
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10168
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(Address of principal executive offices)
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(Zip Code)
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(888) 510-3394
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Yes [X] No [ ]
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Yes [ X ] No [ ]
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Yes [ ] No [X]
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Yes [ ] No [ ]
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149,498,349 common shares outstanding as of August 10, 2011
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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Page
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PART I – FINANCIAL INFORMATION
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3 | |
Item 1.
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Consolidated Financial Statements
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4 |
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10 |
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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12 |
Item 4.
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Controls and Procedures
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12 |
PART II – OTHER INFORMATION
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14 | |
Item 1.
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Legal Proceedings
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14 |
Item 1A.
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Risk Factors
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14 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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14 |
Item 3.
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Defaults Upon Senior Securities
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14 |
Item 4.
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Removed and Reserved
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14 |
Item 5.
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Other Information
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14 |
Item 6.
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Exhibits
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15 |
SIGNATURES
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16 |
Page
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Consolidated Financial Statements
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Consolidated Balance Sheets | 5 |
Consolidated Statements of Operations
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6 |
Consolidated Statements of Cash Flows
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7 |
Notes to Consolidated Financial Statements
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8 to 9 |
June 30, 2011
(Unaudited)
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December 31, 2010
(Audited)
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Current
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Cash
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$ | 669 | $ | 865 | ||||
Total Assets
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$ | 669 | $ | 865 | ||||
LIABILITIES
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Current
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Accounts payable and accrued liabilities
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$ | 283,082 | $ | 101,160 | ||||
Advances from stockholders
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245,187 | 922,527 | ||||||
Total Current Liabilities
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528,269 | 1,023,687 | ||||||
STOCKHOLDERS’ DEFICIT
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Capital stock –
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Preferred stock, $0.0001 par value, non-voting, 20,000,000 authorized, none issued and outstanding
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- | - | ||||||
Common stock, $0.0001 par value, voting, 500,000,000 authorized, 149,498,349 issued and outstanding
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14,950 | 7,950 | ||||||
Additional Paid-in Capital
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693,000 | - | ||||||
Deficit accumulated during the development stage
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(1,235,550 | ) | (1,030,772 | ) | ||||
Total Stockholders’ Deficit
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(527,600 | ) | (1,022,822 | ) | ||||
Total Liabilities and Stockholders’ Deficit
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$ | 669 | $ | 865 |
Three Months Ended
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Six Months Ended
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From Inception
(September 21, 2010) to
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June 30, 2011
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June 30, 2011
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June 30, 2011
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Revenue
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$ | - | $ | - | $ | - | ||||||
Operating Expenses
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Professional fees
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24,236 | 188,414 | 198,084 | |||||||||
General and administrative expenses
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6,821 | 16,364 | 16,499 | |||||||||
Total operating expenses
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31,057 | 204,778 | 214,583 | |||||||||
Net Loss
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$ | (31,057 | ) | $ | (204,778 | ) | $ | (214,583 | ) | |||
Basic and diluted loss per share
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding
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149,498,349 | 136,348,892 |
From Inception
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Six Months Ended
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(September 21, 2010)
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June 30, 2011
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to June 30, 2011
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Cash flows from operating activities
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Net loss
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$ | (204,778 | ) | $ | (214,583 | ) | ||
Adjustment to reconcile net loss to cash used by operations:
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Accounts payable and accrued liabilities
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181,922 | 181,922 | ||||||
Net cash provided by (used) in operating activities
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(22,856 | ) | (32,661 | ) | ||||
Cash flows from Financing Activities
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Acquisition of AquaSil Inc.
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- | 1,000 | ||||||
Advances from stockholders
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22,660 | 32,330 | ||||||
Net cash provided by financing activities
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22,660 | 33,330 | ||||||
(Decrease) Increase in cash during the period
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(196 | ) | 669 | |||||
Cash, beginning of period
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865 | - | ||||||
Cash, end of period
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$ | 669 | $ | 669 | ||||
Supplemental disclosure of cash flow information:
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Cash paid for:
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Interest
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$ | - | $ | - | ||||
Income taxes
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$ | - | $ | - | ||||
Non-cash transactions:
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Common stock issued for settlement of advances from stockholders
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$ | 700,000 | $ | 700,000 |
Number
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Description
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3.1
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Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on August 15, 2007
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3.1(i)
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Amendment to Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on November 13, 2008
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3.1(ii)
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Amendment to Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on February 3, 2011
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3.1(iii)
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Amendment to Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on February 18, 2011
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3.2
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Bylaws
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Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on August 15, 2007
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10.1
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Stock Exchange Agreement between the Company, AquaSil, Inc. and Ilya Khasidov dated December 30, 2010
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Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on January 3, 2011
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31.1
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Section 302 Certification - Principal Executive Officer
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Filed herewith
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31.2
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Section 302 Certification - Principal Financial Officer
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Filed herewith
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32.1
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Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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AQUASIL INTERNATIONAL INC.
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Date:
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August 19, 2011
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By:
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/s/ Ilya Khasidov
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Name:
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Ilya Khasidov
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Title:
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President, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer)
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(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;
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Date: August 19, 2011
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By:
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/s/Ilya Khasidov | |
Name: Ilya Khasidov | |||
Title: President, Chief Executive Officer (Principal Executive Officer) | |||
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(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;
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Date: August 19, 2011
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By:
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/s/Ilya Khasidov | |
Name: Ilya Khasidov | |||
Title: Secretary-Treasurer, Chief Financial Officer (Principal Financial and Accounting Officer) | |||
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 19, 2011
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By:
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/s/ Ilya Khasidov
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Name:
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Ilya Khasidov
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Title:
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President, Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, Chief Financial Officer (Principal Financial Officer)
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Balance Sheets (Parenthetical) (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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Statement of Financial Position [Abstract] | Â | Â |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 149,498,349 | 79,498,349 |
Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 6 Months Ended | 9 Months Ended |
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Jun. 30, 2011
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Jun. 30, 2011
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Jun. 30, 2011
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Income Statement [Abstract] | Â | Â | Â |
Revenue | |||
Operating Expenses | Â | Â | Â |
Professional fees | 24,236 | 188,414 | 198,084 |
General and administrative expenses | 6,821 | 16,364 | 16,499 |
Total operating expenses | 31,057 | 204,778 | 214,583 |
Net Loss | $ (31,057) | $ (204,778) | $ (214,583) |
Basic and diluted loss per share | $ 0.00 | $ 0.00 | Â |
Weighted average number of shares outstanding | 149,498,349 | 136,348,892 | Â |
Document and Entity Information
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6 Months Ended | |
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Jun. 30, 2011
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Aug. 10, 2011
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Document And Entity Information | Â | Â |
Entity Registrant Name | AquaSil International Inc. | Â |
Entity Central Index Key | 0001405260 | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Current Fiscal Year End Date | --12-31 | Â |
Is Entity a Well-known Seasoned Issuer? | No | Â |
Is Entity a Voluntary Filer? | No | Â |
Is Entity's Reporting Status Current? | Yes | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 149,498,349 |
Document Fiscal Period Focus | Q2 | Â |
Document Fiscal Year Focus | 2011 | Â |
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Recent Accounting Pronouncements
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
Recent accounting pronouncements |
3. RECENT ACCOUNTING PRONOUNCEMENTS
There have been no significant developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements, from those disclosed in our 2010 Annual Report on Form 10-K. |
Organization, Nature of Operations and Basis of Presentation
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
Organization, Nature of Operations and Basis of Presentation |
1. ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization and Nature of Operations
Gray Creek Mining, Inc. was incorporated on August 10, 2006 under the laws of the State of Nevada. A Certificate of Amendment was filed with the Nevada Secretary of State, on November 7, 2008, changing the Companys name to BWI Holdings, Inc. A Certificate of Amendment was filed with the Nevada Secretary of State, on January 27, 2011, changing the Companys name to Aquasil International Inc. (the Company).
On December 30, 2010, the Company entered into a stock exchange agreement (the Stock Exchange Agreement) with AquaSil, Inc., a New York corporation (AquaSil) and the sole stockholder of AquaSil. In accordance with the Stock Exchange Agreement, the Company acquired 100% of the total issued and outstanding shares of common stock of AquaSil in exchange for the issuance of an aggregate 70,000,000 shares of the Companys common stock to the sole stockholder of AquaSil. As a result of this transaction, AquaSil became a wholly-owned subsidiary of the Company
The Companys wholly owned subsidiary, AquaSil, was incorporated in the State of New York on September 21, 2010 to engage in the business of selling various water and soft drink products.
Basis of Presentation
The Company is in the development stage and has no revenues. A development stage company is one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.
These consolidated financial statements include the accounts of Aquasil International Inc. and its wholly owned subsidiary, AquaSil for the period from inception of AquaSil (September 21, 2010) to December 31, 2010. All significant intercompany balances and transactions have been eliminated upon consolidation.
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and six month periods ended June 30, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. For further information refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010. |
License Agreement
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
License Agreement |
4. LICENSE AGREEMENT
On October 25, 2010, the Companys subsidiary, AquaSil, entered into a license agreement (the Agreement) with Khasid ICT, a corporation organized under the laws of the country of Tajikistan and controlled and managed by a controlling stockholder of the Company. Under the agreement, AquaSil has been granted an exclusive, sub-licensable, assignable, royalty-bearing license to use the Formula ROSS TJ 72 N00422 (the Formula) for the purpose of selling the licensed products, as defined, throughout the world. Royalties are due quarterly, calculated at the rate of 5% of gross revenues. The term of the license is through December 31, 2020, unless terminated earlier. The licensor may terminate the Agreement without cause with 180 days prior notice or immediately with written notice. |
Advances from Stockholders
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
Advances from Stockholders |
5. ADVANCES FROM STOCKHOLDERS
On February 3, 2011, the Company issued 70,000,000 shares of common stock in settlement of $700,000 of advances from stockholders.
These advances represent amounts loaned to the business by principal stockholders and are unsecured, non-interest bearing and due on demand. |
Common Stock
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
Common Stock |
6. COMMON STOCK
On January 21, 2011, the Company amended its articles of incorporation to increase its authorized share capital from 100,000,000 to 500,000,000 shares of common stock.
On February 3, 2011, the Company issued 70,000,000 shares of common stock at $0.01 per share in settlement of $700,000 of advances from stockholders. |
Statements of Cash Flows (Unaudited) (USD $)
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6 Months Ended | 9 Months Ended |
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Jun. 30, 2011
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Jun. 30, 2011
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Cash flows from operating activities | Â | Â |
Net loss | $ (204,778) | $ (214,583) |
Adjustment to reconcile net loss to cash used by operations: | Â | Â |
Accounts payable and accrued liabilities | 181,922 | 181,922 |
Net cash provided by (used) in operating activities | (22,856) | (32,661) |
Cash flows from Financing Activities | Â | Â |
Acquisition of AquaSil Inc. | 1,000 | |
Advances from stockholders | 22,660 | 32,330 |
Net cash provided by financing activities | 22,660 | 33,330 |
(Decrease) Increase in cash during the period | (196) | 669 |
Cash, beginning of period | 865 | |
Cash, end of period | 669 | 669 |
Supplemental disclosure of cash flow information: | Â | Â |
Interest | ||
Income taxes | ||
Non-cash transactions: | Â | Â |
Common stock issued for settlement of advances from stockholders | 700,000 | 700,000 |
Going Concern
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6 Months Ended |
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Jun. 30, 2011
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Notes to Financial Statements | Â |
Going Concern |
2. GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company is a development stage company and is dependent on raising capital to commence principal operations. These circumstances raise substantial doubt about the Companys ability to continue as a going concern.
Management believes the Companys ability to continue as a going concern is dependent on its ability to raise capital. At present, the Company has no commitments for any additional financing. Management is currently seeking financing through a possible offering of common stock, which will be used to finance operations. Until such financing is obtained, it is the intent of stockholders to provide funds for professional fees related to maintaining the Companys public reporting status.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Balance Sheets (Unaudited) (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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Current | Â | Â |
Cash | $ 669 | $ 865 |
Total Assets | 669 | 865 |
Current | Â | Â |
Accounts payable and accrued liabilities | 283,082 | 101,160 |
Advances from stockholders | 245,187 | 922,527 |
Total Current Liabilities | 528,269 | 1,023,687 |
STOCKHOLDERS DEFICIT | Â | Â |
Preferred stock, $0.0001 par value, non-voting, 20,000,000 authorized, none issued and outstanding | ||
Common stock, $0.0001 par value, voting, 500,000,000 authorized, 149,498,349 issued and outstanding | 14,950 | 7,950 |
Additional Paid-in Capital | 693,000 | |
Deficit accumulated during the development stage | (1,235,550) | (1,030,772) |
Total Stockholders Deficit | (527,600) | (1,022,822) |
Total Liabilities and Stockholders Deficit | $ 669 | $ 865 |