UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2016
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
333-174304
Commission File Number
Xfuels, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada | 99-0363013 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
120 H Turnbull Crt. Cambridge, ONT N1T 1H9, Canada | N/A | |
(Address of principal executive offices) | (Zip Code) |
(519) 800-7556
(Registrant's telephone number, including area code)
______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨ No x
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 ¨ No x
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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(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 ¨ No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
215,000,000 common shares outstanding as of January 31, 2016
(Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.)
Explanatory Note:
The purpose of the Amendment No. 1 on Form 10–Q/A to Xfuels, Inc. quarterly report of Form 10–Q for the quarter ended January 31, 2016, filed with the Securities and Exchange Commission on May 20, 2016 (the "Form 10–Q"), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 6. EXHIBITS
Exhibits:
31.1 | Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002**** | |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley**** |
101.INS | XBRL Instance Document***** | |
101.SCH | XBRL Taxonomy Extension Schema Document***** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document***** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document***** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document***** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document***** |
____________________
* | filed as the corresponding exhibit to the Form S-1 (Registration No. 333-174304) effective as of August 15, 2011 |
** | filed as the corresponding exhibit to the Current Report on Form 8-K filed by the Company on January 25, 2013 |
*** | filed as the corresponding exhibit to the Current Report on Form 8-K by the Company on September 3, 2013 |
**** | filed previously |
***** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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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.
Xfuels Inc. | |||
Date: August 5, 2016 | By: | /s/ Michael Mclaren | |
Name: | Michael Mclaren | ||
Title: | Chief Executive Officer | ||
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Document and Entity Information |
9 Months Ended |
|---|---|
|
Jan. 31, 2016
shares
| |
| Document And Entity Information | |
| Entity Registrant Name | XFUELS, INC. |
| Entity Central Index Key | 0001518548 |
| Document Type | 10-Q |
| Document Period End Date | Jan. 31, 2016 |
| Amendment Flag | false |
| Current Fiscal Year End Date | --04-30 |
| Is Entity a Well-known Seasoned Issuer? | No |
| Is Entity a Voluntary Filer? | No |
| Is Entity's Reporting Status Current? | Yes |
| Entity Filer Category | Smaller Reporting Company |
| Entity Common Stock, Shares Outstanding | 215,000,000 |
| Document Fiscal Period Focus | Q3 |
| Document Fiscal Year Focus | 2016 |
Consolidated Balance Sheets - USD ($) |
Jan. 31, 2016 |
Apr. 30, 2015 |
|---|---|---|
| Current assets | ||
| Cash | $ 1,688 | $ 27,883 |
| Prepaid expenses | ||
| Total current assets | 1,688 | 27,883 |
| Fixed assets | ||
| Computer equipment, net | 2,000 | 2,000 |
| Total assets | 3,688 | 29,883 |
| CURRENT LIABILITIES | ||
| Accounts Payable | 15,348 | 17,193 |
| Accrued Interest payable | 154,571 | 152,102 |
| Convertible debentures net of discount | 508,144 | 549,746 |
| Total current liabilities | 678,063 | 719,041 |
| STOCKHOLDERS' DEFICIT | ||
| Common stock: $0.0001 par value, 1,500,000,000 shares authorized, 115,663,000 and 632,528,649 shares issued and outstanding, respectively | 157,235 | 63,253 |
| Additional paid-in-capital | 714,079 | 714,156 |
| Accumulated deficit | (1,545,689) | (1,466,567) |
| Total Stockholders' Equity (Deficit) | (674,375) | (689,158) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,688 | $ 29,883 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jan. 31, 2016 |
Apr. 30, 2015 |
|---|---|---|
| Stockholders' Equity | ||
| Common stock par value | $ 0.0001 | $ 0.0001 |
| Common stock shares authorized | 1,500,000,000 | 1,500,000,000 |
| Common stock shares issued | 115,663,000 | 632,528,649 |
| Common stock shares outstanding | 115,663,000 | 632,528,649 |
Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
|
| Statements Of Operations | ||||
| Revenue | ||||
| OPERATING EXPENSES | ||||
| Loan fees | 284,050 | |||
| Research and development | 50,000 | |||
| Professional fees | 4,773 | 16,195 | 78,848 | 49,320 |
| General and administrative | 59,793 | 275 | 182,581 | |
| Total operating expenses | 4,773 | 75,988 | 79,123 | 565,951 |
| LOSS FROM OPERATIONS | (4,773) | (75,988) | (79,123) | (565,951) |
| OTHER EXPENSES | ||||
| Interest expense | (145,457) | (290,298) | ||
| Total other expenses | (145,457) | (290,298) | ||
| NET LOSS | $ (4,773) | $ (221,445) | $ (79,123) | $ (856,249) |
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 215,000,000 | 215,000,000 | 215,000,000 | 215,000,000 |
Condensed Consolidated Financial Statements |
9 Months Ended |
|---|---|
Jan. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 1 - Condensed Consolidated Financial Statements | The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2015, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's April 30, 2015 audited consolidated financial statements. The results of operations for the periods ended January 31, 2016 and 2015 are not necessarily indicative of the operating results for the full years. |
Going concern |
9 Months Ended |
|---|---|
Jan. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 2 - Going concern | The Company's consolidated 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. |
Significant Accounting Policies |
9 Months Ended |
|---|---|
Jan. 31, 2016 | |
| Notes to Financial Statements | |
| NOTE 3 - Significant Accounting Policies | Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position, or statements. |
Subsequent Events |
9 Months Ended |
|---|---|
Jan. 31, 2016 | |
| Notes to Financial Statements | |
| Note 4 - Subsequent Events | In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report. |
Significant Accounting Policies (Policies) |
9 Months Ended |
|---|---|
Jan. 31, 2016 | |
| Organization And Summary Of Significant Accounting Policies Policies | |
| Use of estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
| Recent Accounting Pronouncements | The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company's financial position, or statements. |