0001161697-11-000571.txt : 20110615 0001161697-11-000571.hdr.sgml : 20110615 20110615151914 ACCESSION NUMBER: 0001161697-11-000571 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110531 FILED AS OF DATE: 20110615 DATE AS OF CHANGE: 20110615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: END FUEL CORP CENTRAL INDEX KEY: 0001503227 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 900599877 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-170016 FILM NUMBER: 11912902 BUSINESS ADDRESS: STREET 1: 18775 SW 27TH CT CITY: MIRAMAR STATE: FL ZIP: 33029 BUSINESS PHONE: 786-487-9367 MAIL ADDRESS: STREET 1: 18775 SW 27TH CT CITY: MIRAMAR STATE: FL ZIP: 33029 10-Q 1 form_10-q.htm FORM 10-Q FOR 05-31-2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended May 31, 2011


OR


o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___________ to ___________

 

Commission file number  333-170016

 

End Fuel Corp.

(Exact name of registrant as specified in its charter)


Florida

 

90-0599877

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


18775 S.W. 27 Court, Miramar, Florida

 

33029

(Address of principal executive offices)

 

(Zip Code)


(786) 487-9367

(Issuer’s telephone number, including area code)


Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No þ


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 definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):


 

Large accelerated filer

o

Accelerated filer

o

 

Non-accelerated filer

o

Smaller reporting company

þ

(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class

 

Outstanding at June 10, 2011

Common Stock, $0.001

 

6,000,000 shares




END FUEL CORP.

 

TABLE OF CONTENTS


 

PAGE

 

 

Part I Financial Information

3

 

 

Item 1. Financial Statements

3

 

 

Condensed Balance Sheets at May 31, 2011 (unaudited) and August 31, 2010 (audited)

3

 

 

Condensed Statements of Operations for the three months ended May 31, 2011 and

     the cumulative period from June 2, 2008 (inception) through May 31, 2011

4

 

 

Statement of Stockholders' Equity/(Deficit) from June 2, 2008 (inception) through May 31, 2011

5

 

 

Condensed Statements of Cash Flows at May 31, 2011

6

 

 

Notes to Condensed Financial Statements

7-11

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

12-15

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

15

 

 

Item 4T. Controls and Procedures.

15

 

 

Part II Other Information

16

 

 

Item 1. Legal Proceeding.

16

 

 

Item 1A. Risk Factors.

16

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

16

 

 

Item 3. Defaults Upon Senior Securities.

16

 

 

Item 4. (Removed and Reserved).

16

 

 

Item 5. Other Information.

16

 

 

Item 6. Exhibits.

16

 

 

Signatures

16


2



PART I FINANCIAL INFORMATION


Item 1.  Financial Statements


END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET


ASSETS

 

 

 

 

 

 

 

 

Unaudited

 

Audited

 

 

 

May 31, 2011

 

August 31, 2010

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and equivalents

 

$

100

 

$

5,000

 

Total Current Assets

 

 

100

 

 

5,000

 

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

Intellectual assets,  net

 

 

262,500

 

 

262,500

 

 

 

 

 

 

 

 

 

Total Assets

 

$

262,600

 

$

267,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

600

 

$

5,700

 

Loans from related parties

 

 

 

 

684

 

Total Current Liabilities

 

 

600

 

 

6,384

 

 

 

 

 

 

 

 

 

LONG TERM LIABILITIES

 

 

 

 

 

 

 

Note Payable

 

 

240,000

 

 

240,000

 

 

 

 

 

 

 

 

 

TOTAL LONG TERM LIABILITIES

 

 

240,000

 

 

240,000

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

240,600

 

 

246,384

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT):

 

 

 

 

 

 

 

Common stock , par value $.001;  100,000,000 shares authorized;
6,000,000 shares issued  and outstanding as of May 31, 2011
and 5,500,000 at August 31, 2010

 

$

6,000

 

$

5,500

 

Additional paid in capital

 

 

34,000

 

 

22,000

 

Deficit accumulated during the development stage

 

 

(18,000

)

 

(6,384

)

Total Stockholders' Equity

 

 

22,000

 

 

21,116

 

 

 

 

 

 

 

.

 

Total Liabilities and Stockholders' Equity

 

$

262,600

 

$

267,500

 


The accompanying notes are an integral part of these statements.


3



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

For the Period June 2, 2008 (inception) through May 31, 2011

(Unaudited)


 

 

 

 

 

 

 

 

Cumulative from

 

 

 

For the three

 

For the nine

 

June 2, 2008

 

 

 

months ended

 

months ended

 

(inception) through

 

 

 

May 31, 2011

 

May 31, 2011

 

May 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

Legal and Accounting

 

 

1,600

 

 

5,200

 

 

11,500

 

General and Administrative

 

 

816

 

 

3,816

 

 

4,500

 

Consulting

 

 

2,000

 

 

2,000

 

 

2,000

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

4,416

 

 

11,016

 

 

18,000

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(4,416

)

 

(11,016

)

 

(18,000

)

 

 

 

 

 

 

 

 

 

 

 

Net (loss) before Income Taxes

 

 

(4,416

)

 

(11,016

)

 

(18,000

)

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

 (4,416

)

$

 (11,016

)

$

 (18,000

)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

 

**

 

 

**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

5,668,478

 

 

5,556,777

 

 

 

 


** - Less than $0.01 per share


The accompanying notes are an integral part of these statements.


4



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)

From June 2, 2008 (inception) through May 31, 2011

(Unaudited)


 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

(Deficit) During

 

Total

 

Par Value of $0.001

 

Common Stock

 

Paid in

 

Development

 

Stockholders'

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 2, 2008 (date of inception)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued July 30, 2010

 

1,000,000

 

$

1,000

 

$

4,000

 

$

 

$

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued July 31, 2010

 

4,500,000

 

 

4,500

 

 

18,000

 

 

 

 

22,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the Period from June 2, 2008 to August 31, 2010

 

 

 

 

 

 

 

(6,384

)

 

(6,384

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance August 31, 2010

 

5,500,000

 

 

5,500

 

 

22,000

 

 

(6,384

)

 

21,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three month period ending November 30, 2010

 

 

 

 

 

 

 

(3,600

)

 

(3,600

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance November 30, 2010

 

5,500,000

 

$

5,500

 

$

22,000

 

$

 (9,984

)

$

17,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three month period ending February 28, 2011

 

 

 

 

 

 

 

(3,600

)

 

(3,600

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance February 28, 2011

 

5,500,000

 

$

5,500

 

$

22,000

 

$

 (13,584

)

$

13,916

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued April 30, 2011 for debt

 

500,000

 

 

500

 

 

12,000

 

 

 

 

12,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three month period ending May 31, 2011

 

 

$

 

$

 

$

 (4,416

)

$

 (3,816

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance May 31, 2011

 

6,000,000

 

$

6,000

 

$

34,000

 

$

 (18,000

)

$

22,600

 


The accompanying notes are an integral part of these statements.


5



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

For the Period June 2, 2008 (inception) through May 31, 2011


 

 

 

 

 

 

 

 

Cumulative from

 

 

 

For the three

 

For the nine

 

June 2, 2008

 

 

 

months ended

 

months ended

 

(Inception) through

 

 

 

May 31, 2011

 

May 31, 2011

 

May 31, 2011

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

 (4,416

)

$

 (11,016

)

$

 (18,000

)

Issuance of comnon stock - shareholder note payable

 

 

12,500

 

 

 

 

 

12,500

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Increase/(Decrease) in accounts payable and accrued expenses

 

 

(8,084

)

 

(10,784

)

 

(5,084

)

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

 

 

(21,800

)

 

(10,584

)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Increase in due to related parties

 

 

 

 

4,400

 

 

5,084

 

Proceeds from issuance of common stock

 

 

 

 

 

 

5,000

 

Net cash provided by (used in) financing activities

 

 

 

 

4,400

 

 

(500

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

 

 

 

(17,400

)

 

100

 

 

 

 

 

 

 

 

 

 

 

 

CASH BEGINNING BALANCE

 

 

100

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH ENDING BALANCE

 

 

100

 

 

100

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

Taxes paid

 

$

 

$

 

$

 

Interest paid

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for acquisition of intellectual property

 

$

 

$

 

$

 

Issuance of notes payable for acquisition of intellectual property

 

$

 

$

 

$

 


The accompanying notes are an integral part of these statements.


6



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION


End Fuel Corp. (“Company”) is in the initial development stage commencing development operations in July, 2010 and has incurred losses since inception totaling ($18,000).  The Company was incorporated on June 2, 2008 in the State of Florida and established a fiscal year end of August 31st.  The Company is a development stage company and is in the children’s entertainment business.


The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  The audited financial statements for the period June 2, 2008 (inception) through August 31, 2010 were filed on October 19, 2010 with the Securities and Exchange Commission and are hereby referenced.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended May 31, 2011 and for the period June 2, 2008 (inception) through May 31, 2011 are not necessarily indicative of the results that may be expected for the year ended August 31, 2011.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.


Development Stage Company


The Company has not earned any revenue from operations.  Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in ASC Topic 915.  Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity/(deficit) and cash flows disclose activity since the date of the Company’s inception.


Use of Estimates and Assumptions


Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.


Intellectual Property


The Company, on July 31, 2010, has acquired intellectual property consisting of thirty-five (35) children’s songs. The intellectual property acquired included all rights, title and interest and therefore the Company has title of one hundred percent (100%) ownership to the thirty-five (35) children’s songs.


The Company has capitalized costs of the acquired intellectual properties consisting of $262,500 including thirty-five (35) individual children’s songs at May 31, 2011. The Company begins amortizing intellectual property costs, using the straight-line method over the estimated useful life of 3 years, once it is put into service. At May 31, 2011, the intellectual properties have not been put into service.


7



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS


Fair Value


In accordance with the requirements of ASC Topic 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.


Income Taxes


The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.


Revenue and Cost Recognition


The Company has no current source of revenue. The Company recognizes revenue based on Account Standards Codification (“ASC”) 605 “Revenue Recognition” which contains Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability of the resulting receivable is reasonably assured. Revenues transacted from on-line platforms are recognized at the point of sale.


The Cost of Sales includes any labor cost and the amortization of intellectual property.


Advertising


The company expenses advertising as incurred.  The company has had no advertising since inception.


Property


The Company does not own or lease any real property.


Net Loss per Share


Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.


Foreign Currency Translation


The financial statements are presented in United States dollars. In accordance with ASC Topic 830, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented.  Related translation adjustments are reported as a separate component of stockholder’s equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.


8



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS


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.


Share Based Expenses


In accordance with ASC Topic 230, this statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements.  The Company adopted ASC Topic 230 upon creation of the company and expenses share based costs in the period incurred.


Related Parties


Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions.  Companies are also considered to be related if they are subject to common control or common significant influence.  The Company has these relationships.


Recent Accounting Pronouncements


The Company has evaluated all the recent accounting pronouncements through May 31, 2011 and believes that none of them, including those not yet effective, will have a material effect on the financial position or results of operations of the Company.


NOTE 3 – GOING CONCERN


The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company does not have cash nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern.  The Company has a deficit accumulated since inception (June 2, 2008) through May 31, 2011 of ($18,000).The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company has funded its initial operations, from inception to May 31, 2011, by way of issuing common shares and loans from related parties.  As of June 10, 2011, the Company had issued 6,000,000 common shares for a total of $40,000. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.


The Company’s sole officer and director has committed to advancing certain operating costs of the Company.


NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS


In accordance with ASC Topic 825 and 820 the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.


9



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 5 – CAPITAL STOCK


The Company’s capitalization is 100,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.


As of May 31, 2011, the Company has not granted any stock options and has not recorded any stock-based compensation.


On July 30, 2010, the sole officer and director of the Company purchased 1,000,000 shares of the common stock in the Company at $0.005 per share for $5,000. On July 31, 2010, eight (8) individuals (including four (4) minor aged children) purchased 4,500,000 shares of the common stock in the Company at $0.005 per share for $22,500.  These 4,500,000 common shares were issued as a deposit on an agreement to purchase intellectual properties and issued in accordance with the documents. On April 30, 2011, the Company issued 500,000 shares of common stock (at $0.025 per common share) to a related party as payment of debt in the amount of $12,500.


The Company has 6,000,000 shares issued and outstanding as at May 31, 2011.


NOTE 6 – INCOME TAXES


We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. In accordance with ASC Topic 740 – Accounting for Income Tax and ASC Topic 605 - Accounting for Uncertainty in Income Taxes, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.


The components of the Company’s deferred tax asset as of May 31, 2011 are as follows:


 

May 31, 2011

 

Net operating loss carry forward

$

18,000

 

Times Tax at Statutory rate

 

35

%

 

 

 

 

Deferred Tax Asset

 

6,300

 

Valuation allowance

 

(6,300

)

 

 

 

 

Net deferred tax asset

$

0

 

 

The net federal operating loss carry forward will expire between 2028 and 2029.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.


NOTE 7 – RELATED PARTY TRANSACTIONS


During the period from June 2, 2008 (inception) through May 31, 2011 the former sole officer and director made advances to the Company from time to time.  At May 31, 2011, the amount was $0.


The note payable is with a related party and is discussed further in Note 8.


The Company does not lease or rent any property.  Office space and services are provided without charge by an officer / shareholder.  Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.


10



END FUEL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 8 – NOTE PAYABLE


On July 31, 2010, the company acquired intellectual property for a total cost of $262,500. At closing, the company executed a promissory note in the amount of $240,000 having the following salient terms and conditions:


 

a)

The intellectual property secures the promissory note

 

 

 

 

b)

There is no stated interest rate, but interest is calculated as cash flow is received by the company from any/all sources at $0.075 per song download and $0.125 per song from any/all sources including, but not limited to, compact disc (CD)

 

 

 

 

c)

There are no stated period payments of principle and the promissory note is due in its entirety July 31, 2015.

 

 

 

 

d)

The promissory note is executed in its entirety to Tammi Shnider as Trustee representing a total of eight (8) individuals (including four (4) minor aged children). Tammi Shnider is a related party.


NOTE 9 – SUBSEQUENT EVENTS


In September, 2010, the board of directors approved a filing of a Form S-1 with the Securities and Exchange Commission to sell a maximum of 1,000,000 common shares at $0.025 per share for a total funding of $25,000. On January 22, 2011, the Form S-1 became effective. At April 1, 2011, shares have not been sold and there are no assurances that shares will be sold in accordance with this Form S-1.


We have evaluated subsequent events and transactions that occurred through the date and time our financial statements were issued for potential recognition or disclosure in the accompanying financial statements.  Other than the disclosures above, we did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.


11



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form S-1 for the fiscal year ended August 31, 2010 filed on December 28, 2010 with the Securities and Exchange Commission and are hereby referenced.


The statements in this report include forward-looking statements.  These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.  These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers;  and, our ability to maintain a level of investment that is required to remain competitive.  Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.


For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings.  We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.


Overview


We are a development stage company incorporated in the state of Florida in June, 2008. The Company was substantially inactive until July, 2010. On July 31, 2010, we acquired intellectual property consisting of thirty-five (35) children’s songs to market and sell through distribution channels throughout the United States and foreign territories children’s intellectual properties, including original children’s music, videos and discs. Emphasis will be placed on creating original children’s music having a CD format that is personalized for the child’s individual name and download songs on the internet.


Going Concern


Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations.  As reflected in the accompanying financial statements, the Company is in the development stage with no revenues, has used cash flows in operations of ($17,400) from inception of June 2, 2008 to May 31, 2011 and has an accumulated deficit of ($17,400) through May 31, 2011.


This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.


We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern.  Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.  If we are unable to obtain adequate capital, we could be forced to cease operations.  There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.


12



Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates these estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


Stock Compensation

(included in ASC 718 “Compensation-Stock Compensation”)


The Company adopted SFAS No. 123R, Share-Based Payment (“SFAS 123R”), which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company accounts for stock-based compensation arrangements with nonemployees in accordance with the Emerging Issues Task Force Abstract No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The Company records the expense of such services to employees and non employees based on the estimated fair value of the equity instrument using the Black-Scholes pricing model.


Revenue Recognition

(included in ASC 605 “Revenue Recognition”)


The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.


Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term.


Outlook


The most important metric by which we judge the Company’s performance now and in the near term is top line sales growth. Our current commitment to develop and deliver quality products means that, for the near future, bottom line profitability will be a poor indicator of our success.


Since investors are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.


Our primary marketing challenge for the coming 12 months is to achieve market awareness from and through independent distributors to market  our products including CDs, DVDs and web downloads (MP3 format) currently under development and anticipated to be completed for beta testing in the fourth quarter of 2011. Additionally, management is seeking new acquisitions to complement existing products.


13



Revenues


These forward-looking statements, pertaining to revenues, are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  As our revenues commence, we plan to invest in marketing and sales by increasing the number of direct sales throughout our web portal to build brand awareness. We expect that in the future, marketing and sales expenses will increase in absolute dollars commencing in the fourth quarter of 2011. We do not expect our revenues to increase significantly until fourth quarter of 2011.


General and Administrative Expenses


We expect that general and administrative expenses associated with executive compensation will increase in the future. Although our current president, chief financial officer and sole director have foregone full salary payments during the initial stages of the business, anticipated to commence revenues in the fourth quarter of 2011. In addition, we believe in the 2012 fiscal year that the compensation packages required to attract the senior executives the Company requires to execute against its business plan will increase our total general and administrative expenses.


Summary of Condensed Results of Operations


Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.


Results for the Three Months Ended May 31, 2011


Revenues. The Company’s revenues for the three months ended May 31, 2011 were $0. Additionally, the Company has not had any revenues from inception (June 2, 2008) to May 31, 2011.


Legal and Accounting Expenses. Legal and Accounting expenses for the three months ended May 31, 2011 were $1,000. These legal and accounting expenses were a direct result of professional fees associated with the company’s filings required by the Securities and Exchange Commission.


General and Administrative Expenses. General and administrative expenses for the three months ended May 31, 2011 were $816.  These expenses are normal and reoccurring for our Company as a development stage entity.


Net Loss. Net loss for the three months ended May 31, 2011 was $4,416.  The net loss was typical for a development stage company and is recurring in nature until such time as we become more active with the implementation of our business plan.


Impact of Inflation


We believe that the rate of inflation has had negligible effect on our operations.  We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.


Liquidity and Capital Resources


The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by its related parties including our Company’s sole officer and director.


14



As of May 31, 2011, total current assets were $100.


As of May 31, 2011, total current liabilities were $0. As of August 31, 2010, total current liabilities were $6,384, which consisted of $5,700 of accounts payable and $684 of loans from related parties.  We had net working capital of $100 as of May 31, 2011, compared to net working deficit capital of ($1,384) at August 31, 2010.


During the three months ended May 31, 2011, operating activities used cash of $0.


Material Commitments


The Company does not have any material commitments as of May 31, 2011.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements or any anticipate entering into any off-balance arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Recent Accounting Pronouncements


The company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


We are not subject to risks related to foreign currency exchange rate fluctuations.  Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.


Item 4T.  Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. 


In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our first fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.


There has been no change in our internal controls over financial reporting during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


15



PART II OTHER INFORMATION


Item 1.  Legal Proceeding.


None.


Item 1A.  Risk Factors.


There have been no material changes from the risk factors disclosed in our Annual Report on Form S-1 for the year ended August 31, 2010.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


On April 30, 2011, we issued 500,000 common shares (at $0.025 per common share) for payment of liabilities to related parties of $12,500. The issuance of the common stock was exempt from registration under the Act by virtue of Section 3(a)9.


Item 3.  Defaults Upon Senior Securities.


None.


Item 4.  (Removed and Reserved).


Item 5.  Other Information.


None.


Item 6.  Exhibits

 

(a)          Exhibits


Exhibit No.

Description

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer

32.1

Section 1350 Certification of Principal Executive Officer and Principal Accounting and Financial Officer



SIGNATURES


Pursuant to the requirements 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.



 

 

END FUEL CORP.

 

 

 

DATE:  June 15, 2011

By:

/s/ Alfred Fernandez

 

 

Alfred Fernandez

 

 

President, Chief Financial Officer, Principal Executive Officer,
and Principal Accounting and Financial Officer


16


EX-31 2 ex_31-1.htm RULE 13A-14(A)/15D-14(A) CERTIFICATION

EXHIBIT 31.1


RULE 13a-14(a)/15d-14(a) CERTIFICATION


I, Alfred Fernandez, certify that:


1.        I have reviewed this quarterly report on Form 10-Q of End Fuel Corp. for the period ended May 31, 2011;


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 15-d-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 the registrant’s board of directors (or persons performing the equivalent functions):


        a.        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


        b.        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: June 15, 2011

 

/s/ Alfred Fernandez

 

Alfred Fernandez

 

President, principal executive officer



EX-31 3 ex_31-2.htm RULE 13A-14(A)/15D-14(A) CERTIFICATION

EXHIBIT 31.2


RULE 13a-14(a)/15d-14(a) CERTIFICATION


I, Alfred Fernandez, certify that:


1.        I have reviewed this quarterly report on Form 10-Q of End Fuel Corp. for the period ended May 31, 2011;


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 15-d-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 the registrant’s board of directors (or persons performing the equivalent functions):


        a.        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


        b.        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: June 15, 2011

 

/s/ Alfred Fernandez

 

Alfred Fernandez

 

Chief Financial Officer, principal accounting and financial officer



EX-32 4 ex_32-1.htm SECTION 1350 CERTIFICATION

EXHIBIT 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Alfred Fernandez, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of End Fuel Corp. on Form 10-Q for the period ended May 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of End Fuel Corp.



Dated: June 15, 2011

 

/s/ Alfred Fernandez

 

Alfred Fernandez

 

President, Chief Financial Officer, principal executive officer,
principal accounting and financial officer



A signed original of this written statement required by Section 906 has been provided to End Fuel Corp. and will be retained by End Fuel Corp. and furnished to the United States Securities and Exchange Commission or its staff upon request.