Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
Amendment
No. 2
(Mark
One)
|X|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended June 30, 2006
|_|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For
the
transition period from __________ to _________
Commission
file Number 333-106299
ODYSSEY
OIL AND GAS, INC.
-----------------------------------------------------------------------------------------------------------------------------
(Exact
name of small business issuer as specified in its charter)
ADVANCED
SPORTS TECHNOLOGIES, INC.
---------------------------------------------------------------------------
(Former
Name of Registrant)
FLORIDA
|
65-1139235
|
-------------------------------------------------------------
|
---------------------------------------------
|
(State
or other jurisdiction of incorporation
|
(IRS
Employer Identification No.)
|
or
organization)
|
|
5005
Riverway, Suite 440
Houston,
TX 77056
Address
of Principal Executive Offices
(713)
623-2219
-----------------------
(Issuer's
telephone number)
Check
whether the issuer: (1) filed all documents 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 |X|
No
|_|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes |X| No |_|
The
number of shares of the registrant's common stock, par value $0.0001 per share,
outstanding as of August 17, 2006 was 31,097,500 shares.
PART
I. FINANCIAL INFORMATION
|
|
Item
1. Financial Statements and Condensed Notes - Quarter Ended June
30,
2006
|
|
Item
2. Management's Discussion and Analysis or Plan of Operation
|
|
Item
3. Controls and Procedures
|
|
PART
II. OTHER INFORMATION
|
|
Item
1. Legal Proceedings
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
Item
3. Default Upon Senior Securities
|
|
Item
4. Submission of Matters to a Vote of Security Holders
|
|
Item
5. Other Information
|
|
Item
6. Exhibits and Reports on Form 8-K
|
|
Signatures
|
PART
I. FINANCIAL INFORMATION
Item
1. Financial Statements and Condensed Notes - Quarter Ended June 30,
2006
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
|
1
|
CONDENSED
BALANCE SHEET AS OF JUNE 30, 2006 (UNAUDITED)
|
|
|
|
PAGE
|
2
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE
30, 2006
AND 2005 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO JUNE
30, 2006
(UNAUDITED)
|
|
|
|
PAGES
|
3
-
4
|
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM MAY 28, 2003
(INCEPTION) TO JUNE 30, 2006 (UNAUDITED)
|
|
|
|
PAGES
|
5
-
6
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND
2005
AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO JUNE 30, 2006
(UNAUDITED)
|
|
|
|
PAGES
|
7
-
11
|
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
|
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
BALANCE SHEET
AS
OF JUNE 30, 2006
(UNAUDITED)
ASSETS
|
|
|
|
|
|
INVESTMENT
IN OIL AND GAS LEASES
|
|
$
|
223,229
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
Accounts
payable
|
|
$
|
43,406
|
|
Loans
payable - related parties
|
|
|
63,572
|
|
Total
Current Liabilities
|
|
|
106,978
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
Preferred
stock, $0.0001 par value, 20,000,000 shares authorized,
none issued and outstanding
|
|
|
-
|
|
Common
stock, $0.0001 par value, 250,000,000 shares authorized,
31,097,500 shares issued and outstanding
|
|
|
3,110
|
|
Additional
paid-in capital
|
|
|
450,016
|
|
Accumulated
deficit during development stage
|
|
|
(336,875
|
)
|
Total
Stockholders’ Equity
|
|
|
116,251
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
223,229
|
|
See
accompanying notes to condensed financial statements.
ODYSSEY
OIL & GAS, INC. AND SUBSIDIARY
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
|
For
the Three Months Ended June 30, 2006
|
|
|
For
the Three Months Ended June 30, 2005
|
|
|
For
the Six Months Ended June 30, 2006
|
|
|
For
the Six Months Ended June 30, 2005
|
|
|
For
The Period From May 28, 2003 (Inception) To June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
$
|
10,127
|
|
$
|
-
|
|
$
|
10,127
|
|
|
-
|
|
$
|
13,386
|
|
Professional
fees
|
|
|
13,739
|
|
|
-
|
|
|
18,734
|
|
|
-
|
|
|
45,805
|
|
Total
Operating Expenses
|
|
|
23,866
|
|
|
-
|
|
|
28,861
|
|
|
-
|
|
|
59,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM CONTINUING OPERATIONS
|
|
|
(23,866
|
)
|
|
-
|
|
|
(28,861
|
)
|
|
-
|
|
|
(59,191
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,789
|
|
Interest
expense
|
|
|
-
|
|
|
-
|
|
|
(969
|
)
|
|
-
|
|
|
(3,164
|
)
|
Total
Other Expense
|
|
|
-
|
|
|
-
|
|
|
(969
|
)
|
|
-
|
|
|
(375
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
BEFORE DISCONTINUED OPERATIONS AND INCOME TAXES
|
|
|
(23,866
|
)
|
|
-
|
|
|
(29,830
|
)
|
|
-
|
|
|
(59,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
BEFORE DISCONTINUED OPERATIONS
|
|
|
(23,866
|
)
|
|
-
|
|
|
(29,830
|
)
|
|
-
|
|
|
(59,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISCONTINUED
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from discontinued operations, net of taxes
|
|
|
-
|
|
|
(159,418
|
)
|
|
(70,500
|
)
|
|
(283,461
|
)
|
|
(4,026,761
|
)
|
Gain
on disposal of discontinued operations, net of taxes
|
|
|
3,749,452
|
|
|
-
|
|
|
3,749,452
|
|
|
-
|
|
|
3,749,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAIN
(LOSS) FROM DISCONTINUED OPERATIONS
|
|
|
3,749,452
|
|
|
(159,418
|
)
|
|
3,678,952
|
|
|
(283,461
|
)
|
|
(277,309
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$
|
3,725,586
|
|
$
|
(159,418
|
)
|
$
|
3,649,122
|
|
$
|
(283,461
|
)
|
$
|
(336,875
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
PER COMMON SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from continuing operations
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Loss
from discontinued operations
|
|
|
0.12
|
|
|
-
|
|
|
0.11
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share - basic and diluted
|
|
$
|
0.12
|
|
$
|
-
|
|
$
|
0.11
|
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding during the period - basic and
diluted
|
|
|
31,576,925
|
|
|
33,577,509
|
|
|
32,371,552
|
|
|
33,577,509
|
|
|
28,820,175
|
|
See
accompanying notes to condensed financial statements.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR
THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO JUNE 30,
2006
(UNAUDITED)
|
|
Preferred
Stock
|
Common
Stock
|
|
Additional
Paid-In
|
|
|
Accumulated
Deficit During Development
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to founders for cash ($0.10 per share)
|
|
|
-
|
|
$
|
-
|
|
|
2,500
|
|
$
|
1
|
|
$
|
249
|
|
$
|
-
|
|
$
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for license ($0.10 per share)
|
|
|
-
|
|
|
-
|
|
|
16,500,000
|
|
|
1,650
|
|
|
1,648,350
|
|
|
-
|
|
|
1,650,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to officer as compensation ($0.10 per share)
|
|
|
-
|
|
|
-
|
|
|
7,125,000
|
|
|
713
|
|
|
711,787
|
|
|
-
|
|
|
712,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.10 per share)
|
|
|
-
|
|
|
-
|
|
|
800,000
|
|
|
80
|
|
|
79,920
|
|
|
-
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.45 per share)
|
|
|
-
|
|
|
-
|
|
|
277,778
|
|
|
28
|
|
|
124,972
|
|
|
-
|
|
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to consultant for services ($0.10 per share)
|
|
|
-
|
|
|
-
|
|
|
8,200,000
|
|
|
820
|
|
|
819,180
|
|
|
-
|
|
|
820,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period from May 28, 2003 (inception) to December 31,
2003
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,737,805
|
)
|
|
(1,737,805
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2003
|
|
|
-
|
|
|
-
|
|
|
32,905,278
|
|
|
3,292
|
|
|
3,384,458
|
|
|
(1,737,805
|
)
|
|
1,649,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.45 per share)
|
|
|
-
|
|
|
-
|
|
|
672,231
|
|
|
66
|
|
|
302,437
|
|
|
-
|
|
|
302,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, 2004
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(551,203
|
)
|
|
(551,203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2004
|
|
|
-
|
|
|
-
|
|
|
33,577,509
|
|
|
3,358
|
|
|
3,686,895
|
|
|
(2,289,008
|
)
|
|
1,401,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock cancelled related to license rights
($0.03 per share)
|
|
|
-
|
|
|
-
|
|
|
(16,500,000
|
)
|
|
(1,650
|
)
|
|
(493,350
|
)
|
|
-
|
|
|
(495,000
|
)
|
See
accompanying notes to condensed financial statements.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR
THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO JUNE 30,
2006
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
|
|
Accumulated
Deficit During Development
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to officer for services
($0.03 per share)
|
|
|
-
|
|
|
-
|
|
|
5,000,000
|
|
|
500
|
|
|
149,500
|
|
|
-
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued in reverse merger
|
|
|
-
|
|
|
-
|
|
|
11,097,500
|
|
|
1,110
|
|
|
(1,110
|
)
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
12,000
|
|
|
-
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for non- exclusive license
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
143,238
|
|
|
-
|
|
|
143,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, 2005
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,696,989
|
)
|
|
(1,696,989
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
, December 31, 2005
|
|
|
-
|
|
|
-
|
|
|
33,175,009
|
|
|
3,318
|
|
|
3,497,173
|
|
|
(3,985,997
|
)
|
|
(485,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,000
|
|
|
-
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock cancelled in connection with exchange of ownership in
CardioBioMedical Corporation to its original stockholders
|
|
|
-
|
|
|
-
|
|
|
(22,077,509
|
)
|
|
(2,208
|
)
|
|
(3,216,157
|
)
|
|
-
|
|
|
(3,218,365
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to purchase investment in oil and gas leases ($.008
per
share)
|
|
|
-
|
|
|
-
|
|
|
20,000,000
|
|
|
2,000
|
|
|
163,000
|
|
|
-
|
|
|
165,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income during the six months ended June 30, 2006
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,649,122
|
|
|
3,649,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
JUNE 30, 2006
|
|
|
-
|
|
$
|
-
|
|
|
31,097,500
|
|
$
|
3,110
|
|
$
|
450,016
|
|
$
|
(336,875
|
)
|
$
|
116,251
|
|
See
accompanying notes to condensed financial statements.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
For
the Six Months Ended June 30, 2006
|
|
|
For
the Six Months Ended June 30, 2005
|
|
|
For
The Period From
May
28, 2003 (Inception) To June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
3,649,122
|
|
$
|
-
|
|
$
|
(336,875
|
)
|
Net
income (loss) from discontinued operations
|
|
|
3,678,952
|
|
|
(283,461
|
)
|
|
(277,309
|
)
|
Loss
from continuing operations
|
|
|
(29,830
|
)
|
|
(283,461
|
)
|
|
(59,566
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution
|
|
|
3,000
|
|
|
-
|
|
|
3,000
|
|
Increase
(decrease) in accounts payable and accrued expenses
|
|
|
43,406
|
|
|
-
|
|
|
43,406
|
|
Increase
in accrued royalty expenses
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Discontinued
operations, net
|
|
|
(81,846
|
)
|
|
(240,456
|
)
|
|
(50,412
|
)
|
Net
Cash Used In Operating Activities
|
|
|
(65,270
|
)
|
|
(43,005
|
)
|
|
(63,572
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Loss
of license rights
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net
Cash Used In Investing Activities
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Due
to shareholder
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Loans
payable - related parties
|
|
|
63,572
|
|
|
-
|
|
|
63,572
|
|
Net
Cash Provided By Financing Activities
|
|
|
63,572
|
|
|
-
|
|
|
63,572
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
(DECREASE) IN CASH
|
|
|
(1,698
|
)
|
|
(43,005
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
1,698
|
|
|
48,102
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
-
|
|
$
|
5,097
|
|
$
|
-
|
|
See
accompanying notes to condensed financial statements.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW
INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
456
|
|
$
|
456
|
|
$
|
1,368
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
On
April
21, 2006, the Company issued 20 million shares of common stock to purchase
a 10%
working interest in oil and gas leases in Texas for $165,000 from a related
public company.
On
April
21, 2006, the Company exchanged all of its ownership in CardioBioMedical
Corporation to the original stockholders for 22,077,509 common shares of Odyssey
and the warrant issued to purchase 6,500,000 shares of the Company’s common
stock was cancelled.
See
accompanying notes to condensed financial
statements.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF JUNE 30, 2006
(UNAUDITED)
NOTE
1 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A)
Basis of Presentation
The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of
America and the rules and regulations of the Securities and Exchange Commission
for interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position
and
results of operations.
It
is
management’s opinion however, that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
For
further information, refer to the financial statements and footnotes included
in
the Company’s Form 10-KSB for the year ended December 31, 2005.
On
April
21, 2006, the ownership of CardioBioMedical Corporation was exchanged for
22,077,509 shares of Odyssey common stock with the original stockholders.
Accordingly, all current and prior period amounts relating to the operations
of
CardioBioMedical Corporation have been reflected as discontinued
operations.
The
financial statements for 2006 include the accounts of Odyssey Oil & Gas,
Inc. (f/k/a Advanced Sports Technologies, Inc.) and CardioBioMedical Corporation
(a development stage company) through the date of the sale of the assets on
April 21, 2006. The financial statements for 2005 include the accounts of
CardioBioMedical Corporation. All intercompany accounts during periods of
consolidation have been eliminated.
Odyssey
Oil & Gas, Inc. (f/k/a Advanced Sports Technologies, Inc.) is hereafter
referred to as the “Company.”
As
a
result of the transactions referred to in Note 4(D), Centurion Gold Holdings,
Inc., a related public company, owns approximately 64% of the
Company.
(B)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues
and
expenses during the reported period. Actual results could differ from those
estimates.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF JUNE 30, 2006
(UNAUDITED)
(C)
Investment in Oil and Gas Leases
The
Company follows the successful efforts method of accounting for its oil and
gas
operations. Under this method, all property acquisition costs and costs of
exploratory and development of wells are capitalized when incurred, pending
determination of whether an individual well has found proved reserves. If it
is
determined that a well has not found proved
reserves, the costs of drilling the well are expensed. The costs of developing
wells are capitalized whether productive or nonproductive. Geological and
geophysical costs on exploratory prospects and the costs of carrying and
retaining unproved properties are expensed as incurred. An impairment allowance
is provided to the extent that capitalized costs of unproved properties, on
a
property-by property basis, are not considered to be realizable. Depletion,
depreciation and amortization (“DD&A”) of capitalized costs of proved oil
and gas properties is provided on a property- by property basis using the units
of production method. The computation of DD&A takes into consideration
dismantlement, restoration and abandonment costs and the anticipated proceeds
from equipment salvage. The estimated dismantlement, restoration and abandonment
costs are expected to be substantially offset by the estimated residual value
of
the lease and well equipment. An impairment loss is recorded if the net
capitalized costs of proved oil and gas properties exceed the aggregate
undiscounted future net revenues determined on a property-by-property basis.
The
impairment loss recognized equals the excess of net capitalized costs over
the
related fair value determined on a property-by-property basis.
(D)
Loss Per Share
Basic
and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No.
128,
“Earnings Per Share.” As of June 30, 2006 and 2005, there were no common share
equivalents outstanding.
NOTE
2 INVESTMENT
IN OIL AND GAS LEASES
On
April
21, 2006, the Company issued 20 million shares of common stock to purchase
a 10%
working interest in oil and gas leases in Texas for $165,000 ($.008 per share)
from Centurion Gold Holdings, Inc., a related public company. The investment
was
recorded at historical cost equal to the amount recorded by Centurian Gold
Holdings, Inc. The investment is being accounted for under the cost method
of
accounting. During the three months ended June 30, 2006, an additional $58,229
was paid for the Company’s share of oil well development costs (See Note
3).
NOTE
3 LOANS
PAYABLE - RELATED PARTIES
During
the three months ended June 30, 2006, an affiliated party advanced the Company
an additional $58,229 and a third party advanced an additional $11,151 for
operating and oil well development expenses. The advances are non-interest
bearing, unsecured and due on demand.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF JUNE 30, 2006
(UNAUDITED)
NOTE
4 STOCKHOLDERS’
EQUITY
(A)
Common Stock Issued for Cash
During
2003, the Company issued 2,500 shares of common stock to its founder for cash
of
$250 ($0.10 per share).
During
2003, the Company issued 800,000 shares of common stock for cash of $80,000
($0.10 per share).
During
2003, the Company issued 277,778 shares of common stock for cash of $125,000
($0.45 per share).
During
2004, the Company issued 672,231 shares of common stock for cash of $302,503
($0.45 per share).
During
2005, the Company issued 11,097,500 shares of common stock to the stockholders
of Advanced Sports upon completion of the merger with CardioBioMedical
Corporation.
(B)
Common Stock Issued for Services
During
2003, the Company issued 7,125,000 shares of common stock for officer
compensation valued for financial accounting purposes at $712,500 ($0.10 per
share) based upon recent cash offering prices.
During
2003, the Company issued 16,500,000 shares of common stock for licensing rights
valued for financial accounting purposes at $1,650,000 ($0.10 per share) based
upon recent cash offering prices. During 2005, these 16,500,000 shares of common
stock were cancelled pursuant to an agreement dated September 16, 2005. Under
the terms of this agreement, a nontransferable warrant for 6,500,000 common
shares at $ .01 per share was issued. This warrant is exercisable between
January 1, 2007 and December 31, 2014. The fair value of the warrants was
estimated on the grant date using the Black-Scholes option pricing model as
required by SFAS 123 with the following assumptions: expected dividend yield
0%,
volatility 1%, risk-free interest rate of return of 3.28% and expected life
of
7 years. The value of $143,238 was recorded as intangible license tights
and will be amortized over the patent life of approximately 14
years.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF JUNE 30, 2006
(UNAUDITED)
During
2003, the Company issued 8,200,000 shares of common stock for consulting
services valued for financial accounting purposes at $820,000 ($0.10 per share)
based upon recent cash offering prices.
During
2005, the Company issued 5,000,000 shares of common stock to its Chief Executive
Officer and President in recognition and consideration of his service as an
officer and director of the Company since June 2003 and his contributions to
the
progress and development of the Company, for which service and contributions
he
has not been compensated prior to the date of issuance of these shares. For
financial accounting purposes, these shares were valued at $150,000 ($0.03
per
share) based upon recent market prices of the Company.
(C)
In-Kind Contribution
During
2006, the Company recorded additional paid-in capital of $6,000 for the fair
value of rent contributed to the Company by its president.
During
2005, the Company recorded additional paid-in capital of $12,000 for the fair
value of rent contributed to the Company by its president.
(D)
Other
On
April
21, 2006, the Company exchanged all of its ownership in CardioBioMedical
Corporation to the original stockholders for 22,077,509 common shares of Odyssey
and the warrant issued to purchase 6,500,000 shares of the Company’s common
stock was cancelled based on the value of the asseets and liabilities on the
date of exchange.
On
April
21, 2006, the Company issued 20 million shares of common stock to purchase
a 10%
working interest in certain gas and oil leases in Texas for $165,000 ($.008
per
share) from Centurion Gold Holdings, Inc., a related public company (see Note
2).
NOTE
5 RELATED
PARTY TRANSACTIONS
See
Notes
2, 3 and 4.
NOTE
6 DISCONTINUED
OPERATIONS
On
April
21, 2006, the ownership of CardioBioMedical Corporation was exchanged for
22,077,509 shares of Odyssey common stock to the original stockholders with
a
fair value of $3,218,365. Accordingly, all current and prior period amounts
relating to the operations of CardioBioMedical Corporation have been
reclassified to conform to this presentation. The loss from discontinued
operations was equal to operating expenses. The gain on disposal of discontinued
operations was computed as follows:
Current
assets
|
|
$
|
—
|
|
Property
and equipment
|
|
|
—
|
|
Current
liabilities
|
|
|
321,087
|
|
Long-term
liabilities
|
|
|
210,000
|
|
Fair
value of stock exchanged
|
|
|
3,218,365
|
|
Gain
on disposal of discontinued operations
|
|
$
|
3,749,452
|
|
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF JUNE 30, 2006
(UNAUDITED)
NOTE
7 GOING
CONCERN
As
reflected in the accompanying financial statements, the Company is in the
development stage with a working capital deficiency of $106,978 and an
accumulated deficit of $336,875 as of June 30, 2006 and a negative cash flow
from operations of $65,270 for the six months ended June 30, 2006. This raises
substantial doubt about its ability to continue as a going concern. 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. The
financial statements do not include any adjustments that might be necessary
if
the Company is unable to continue as a going concern.
On
April
21, 2006, the Company acquired a 10% working interest in certain gas and oil
leases in Texas. The Company’s portion of the capital requirement to finish the
well was $58,229. This capital requirement was funded by an affiliated party
(Note 3). Management anticipates the well will produce cash flow in the third
quarter of 2006 sufficient to ensure the Company will continue as a going
concern.
NOTE
8 SUBSEQUENT
EVENT
During
June 2006, an affiliate advanced the Company $58,229. The advance is
non-interest bearing, unsecured and due on demand.
During
June and August 2006, unrelated third parties loaned the Company at total of
$26,674. The loans are non-interest bearing, unsecured and due on
demand.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this discussion and analysis or incorporated herein
by
reference that are not related to historical results are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act
of 1995. Statements that are predictive, that depend upon or refer to future
events or conditions, and/or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates," "hopes," and similar
expressions constitute forward-looking statements. In addition, any statements
concerning future financial performance (including future revenues, earnings
or
growth rates), business strategies or prospects, or possible future actions
by
us are also forward-looking statements.
These
forward-looking statements are based on beliefs of our management as well as
current expectations, projections, assumptions and information currently
available to the Company and are subject to certain risks and uncertainties
that
could cause actual results to differ materially from historical results or
those
anticipated or implied by such forward-looking statements. Should one or more
of
those risks or uncertainties materialize or should underlying expectations,
projections and assumptions prove incorrect, actual results may vary materially
from those described. Those events and uncertainties are difficult to predict
accurately and many are beyond our control. We assume no obligation to update
these forward-looking statements to reflect events or circumstances that occur
after the date of these statements except as specifically required by law.
Accordingly, past results and trends should not be used to anticipate future
results or trends.
Item
2. Management’s Discussion and Analysis or Plan of
Operations
Overview
The
Company was formed in Florida in August 2001 with the plan of becoming a direct
marketing company that developed and marketed premium-quality, premium-priced,
branded fitness and exercise equipment to the home fitness equipment market.
Our
original business plan included marketing products directly to consumers through
a variety of direct marketing channels.
As
an
initial step, the Company licensed the rights to a portable gym subject to
patent protection in the United States, which was eligible to be marketed under
the trademark Better Buns. It was the Company's intention for this product
to be
its first direct-marketed product. The Company was unsuccessful in its attempts
to raise funding to pursue this goal and in May 2005, received notice that
it
was in breach of its license agreement for the Better Buns product and that
the
license was being terminated. To date, the Company has not generated any
revenues through the sale of the Better Buns product or otherwise, and has
not
engaged in any marketing activities due to limited funds and
resources.
In
September 2005, the Company changed focus in connection with the merger of
a
wholly-owned subsidiary of the Company and CardioBioMedical Corporation (“CBM”),
a Delaware corporation. The subsidiary merged with and into CBM, with CBM as
the
surviving corporation, which then became a subsidiary of the Company. The
consideration for the merger consisted of 22,077,509 shares of the Company
common stock, $.0001 par value, payable on a one-for-one basis to the consenting
shareholders of CBM and a warrant, exercisable beginning January 1, 2008, to
purchase 6,500,000 shares of the Company’s common stock at a purchase price of
$.01 per share, payable to the sole warrant holder of CBM in exchange for an
equivalent CBM warrant. The new objective of the Company was to establish a
medical device, called the Cardio Spectrum Diagnostic System (“CSD”), as the
standard of care for the detection of early-stage ischemic heart disease. The
Company’s strategy consisted of attempting to (i) obtain insurance reimbursement
for performance of the diagnostic test, (ii) establish the device with
cardiologists and finally (iii) gain acceptance and use by other physician
specialties and hospitals. The Company was unsuccessful in its attempts to
obtain insurance reimbursement and market CSD.
On
April
21, 2006, our Board of Directors authorized the purchase (the "Purchase") of
a
ten percent (10%) working interest in an oil exploration project in the BBB
Area, Wharton, Texas from Centurion Gold Holdings, Inc., a related public
company. Presently, the business operations of BBB Area constitute all of the
business operations of the Company. As a result of the Purchase, the Company
disposed of CBM and returned to treasury 22,077,509 shares of the issued and
outstanding common stock and canceled the warrant to purchase 6,500,000 shares
of the Company's common stock at a purchase price of $.01 per
share.
Critical
Accounting Policies and Changes to Accounting Policies
The
Company historically has utilized the following critical accounting policies
in
making its more significant judgments and estimates used in the preparation
of
its financial statements:
Use
of
Estimates.
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date
of the financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
Income
Taxes.
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes ("Statement 109"). Under
Statement 109, 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
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.
Recent
Developments
On
April
21, 2006, our Board of Directors authorized the purchase (the "Purchase") of
a
ten percent (10%) working interest an oil exploration project in the BBB Area,
Wharton, Texas (the “Working Interest”) from Centurion Gold Holdings, Inc., a
related public company (“Centurion”). As a result of the Purchase, the Company
disposed of CBM and returned to treasury 22,077,509 shares of the issued and
outstanding common stock and canceled a warrant to purchase 6,500,000 shares
of
the Company's common stock at a purchase price of $.01 per share.
The
sellers of the Working Interest received an aggregate of 20,000,000 restricted
shares of the common stock of the Company, leaving a total of 31,097,500 shares
of common stock issued and outstanding immediately following the Purchase and
the subsequent disposition of CBM.
Immediately
prior to the Purchase, the former member of the Company’s Board of Directors
resigned and Arthur V. Johnson was appointed to the Board and to serve as
President and Secretary.
On
April
20, 2006, in connection with the Purchase, the Company changed its name from
Advanced Sports Technologies, Inc. (“AST”) to Odyssey Oil & Gas, Inc. The
Company also increased its authorized shares to two hundred and seventy million
(270,000,000) shares of stock, consisting of 250,000,000 shares of common stock
and 20,000,000 shares of preferred stock.
On
April
21, 2006, a change in control occurred as a result of the Purchase, as set
forth
in the Stock Purchase Agreement dated April 21, 2006 between the Company and
the
owners of the Working Interest, a copy which has been filed with the Form 8-K/A
dated May 1, 2006. Centurion now owns approximately 64% of the
Company.
On
June
8, 2006, an affiliated party advanced the Company an additional $58,229 and
a
third party advanced an additional $11,151 for operating and oil well
development expenses. Such loans are non-interest bearing, unsecured and due
on
demand.
On
August
8, 2006, Global Investment Group, Inc., an unrelated third party, loaned the
Company an additional $15,522.68, of which $12,522.68 was received and used
to
pay current payables. Such loan is non-interest bearing, unsecured and due
on
demand.
Plan
of Operations
The
Company has not generated any revenues from operations since its inception.
The
Company initially intended to generate revenue through the licensing and sale
of
a portable patented gym product, but the license to such product was terminated
due to the Company’s failure to make minimum royalty payments. Through April 7,
2006, the Company had not been successful in raising capital for the
development, marketing or sale of any other products. The Company then adopted
a
new strategy through the merger with CBM, however, the Company was unsuccessful
in obtaining insurance reimbursement for, and marketing CBM’s medical device, so
CBM was disposed of.
Having
been unsuccessful at raising sufficient capital to implement the new strategy,
the Company was forced to seek opportunities outside of its new corporate focus
by purchasing the Working Interest. Presently, all of the business operations
of
the Company consist solely of its ownership of the Working Interest and the
Company intends to devote its energy to the exploration and exploitation of
the
well in the BBB Area. In order to complete the well for production, the Company
paid approximately $59,000 for its share of the costs of the Working Interest.
It was able to raise this amount from a related party and the payments were
made
in the second quarter of 2006. Currently, the Company is waiting for a time
slot
to link the well into the grid and to start production. This time slot has
been
slated for the third quarter of 2006, at which time the Company believes that
the well will start generating revenues. A third party also advanced the Company
$11,151 for operating and oil well development expenses. Future activities
will
be dependent upon the Company’s ability to raise additional funds. Our auditors
have raised substantial doubt about the Company’s ability to continue as a going
concern. Although no assurances can be given, management anticipates that the
well in the BBB Area will produce cash flow in the third quarter of 2006
sufficient to ensure that the Company will be able to continue as a going
concern.
Off-Balance
Sheet Arrangements
Neither
the Company nor its subsidiary is a party to any off-balance sheet
arrangements.
Description
of Property
The
Company does not own any real property other than its Working Interest in the
BBB Area.
The
current location of the Company is 5005 Riverway, Suite 440, Houston, Texas
77056.
Item
3. Controls and Procedures.
The
Company maintains disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are designed
to
ensure that information required to be disclosed in the company's Exchange
Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
Our
Chief
Executive Officer and Chief Financial Officer performed an evaluation of the
effectiveness of the design and operation of the company's disclosure controls
and procedures as of the end of the period covered by this quarterly report.
Based upon that evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
effective.
Such
evaluation did not identify any change in the company's internal control over
financial reporting during the second quarter ended June 30, 2006 that has
materially affected, or is reasonably likely to materially affect, the company's
internal control over financial reporting.
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings
We
are
not party to any legal proceedings as of the date of this Form
10QSB.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
On
April
21, 2006, as a result of the acquisition of the 10% working interest in the
BBB
Area, the Company issued an aggregate of 20,000,000 shares of common stock
to
Centurion Gold Holdings, Inc. for $165,000.
Item
3. Defaults Upon Senior Securities
Not
applicable.
Item
4. Submission of Matters to a Vote of Security Holders
In
April
2006, the Company solicited consents from its shareholders regarding (i)
changing the Company's name from Advanced Sport Technologies, Inc. to Odyssey
Oil & Gas , Inc. and (ii) increasing the number of authorized shares of the
Company to two hundred and seventy million (270,000,000). The change of name
and
the increase in the authorized capital was approved by a majority of the
Company's outstanding shares, and the necessary documentation was submitted
to
the state of Florida on April 24, 2006.
Item
5. Other Information
None.
Item
6. Exhibits and Reports on Form 8-K.
a) Exhibits:
31.1
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as
adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002.
b)
Reports
on Form 8-K:
On
April
26, 2006, the Company filed a Current Report on Form 8-K, reporting that, on
April 21, 2006, the Company authorized the purchase of a ten percent working
interest in an oil exploration project in the BBB Area, Wharton, Texas (the
“Acquisition”). The Company also reported that the former member of the
Company’s Board of Directors resigned immediately prior to the Acquisition and
Arthur V. Johnson was appointed to the Board and to serve as President and
Secretary. Additionally, the Company reported that, as a result of the
Acquisition, the Company disposed of CardioBioMedical Corporation and will
return to treasury 22,077,509 shares of the Company’s issued and outstanding
common stock and will cancel a warrant, exercisable beginning January 1, 2008,
to purchase 6,500,000 shares of the Company’s common stock at a price of $.01
per share. In addition, the Company reported that, in connection with the
Acquisition, the Company changed its name from Advanced Sports Technologies,
Inc. to Odyssey Oil & Gas, Inc. and increased the authorized capital to
270,000,000 shares, consisting of 250,000,000 shares of common stock and
20,000,000 shares of preferred stock.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf of the undersigned, thereunto duly
authorized.
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ODYSSEY
OIL & GAS, INC
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Date:
August
18, 2006
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By:
/s/ Arthur Johnson
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Arthur
Johnson
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Principal
Executive Officer,
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President
and Director
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