Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
(Mark
One)
|X|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended March 31, 2007
|_|
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 May
14,
2007 was
31,097,500 shares.
PART
I. FINANCIAL INFORMATION
|
|
Item
1. Financial Statements and Condensed Notes - Quarter Ended March
31,
2007
|
|
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
|
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
|
1
|
CONDENSED
BALANCE SHEET AS OF MARCH 31, 2007 (UNAUDITED)
|
|
|
|
PAGE
|
2
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
2007 AND
2006 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO MARCH
31, 2007
(UNAUDITED)
|
|
|
|
PAGES
|
3
-
4
|
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM MAY 28, 2003
(INCEPTION) TO MARCH 31, 2007 (UNAUDITED)
|
|
|
|
PAGES
|
5
-
6
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
2007 AND
2006 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO MARCH
31, 2007
(UNAUDITED)
|
|
|
|
PAGES
|
7
-
10
|
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
|
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
BALANCE SHEET
AS
OF MARCH 31, 2007
(UNAUDITED)
CURRENT
ASSETS
|
|
|
|
|
Accounts
receivable, net
|
|
$
|
4,790
|
|
|
|
|
|
|
INVESTMENT
IN OIL AND GAS LEASES - NET
|
|
|
263,255
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
268,045
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
73,255
|
|
Loans
payable - related party
|
|
|
140,504
|
|
Total
Current Liabilities
|
|
|
213,759
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
Preferred
stock, $0.0001 par value, 20,000,000 shares authorized,
none issued and outstanding
|
|
|
-
|
|
Common
stock, $0.0001 par value, 100,000,000 shares authorized,
31,097,500 shares issued and outstanding
|
|
|
3,110
|
|
Additional
paid-in capital
|
|
|
459,016
|
|
Accumulated
deficit during development stage
|
|
|
(407,840
|
)
|
Total
Stockholders’ Equity
|
|
|
54,286
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
268,045
|
|
See
accompanying notes to condensed financial statements.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
For
the Three Months Ended March 31, 2007
|
|
For
the Three Months Ended March 31, 2006
|
|
For
the Period from
May
28, 2003 (Inception) To March 31, 2007
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
$
|
4,790
|
|
|
-
|
|
$
|
24,035
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
7,313
|
|
|
-
|
|
|
35,448
|
|
Professional
fees
|
|
|
17,966
|
|
|
4,995
|
|
|
88,903
|
|
Amortization
|
|
|
3,344
|
|
|
-
|
|
|
18,076
|
|
Total
Operating Expenses
|
|
|
28,623
|
|
|
4,995
|
|
|
142,427
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM CONTINUING OPERATIONS
|
|
|
(23,833
|
)
|
|
(4,995
|
)
|
|
(118,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
-
|
|
|
2,789
|
|
Interest
expense
|
|
|
(2,766
|
)
|
|
(969
|
)
|
|
(11,068
|
)
|
Total
Other (Expense)
|
|
|
(2,766
|
)
|
|
(969
|
)
|
|
(8,279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
BEFORE DISCONTINUED OPERATIONS
|
|
|
(26,599
|
)
|
|
(5,964
|
)
|
|
(126,671
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM DISCONTINUED OPERATIONS
|
|
|
-
|
|
|
(70,500
|
)
|
|
(4,026,761
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
BEFORE PROVISION FOR INCOME TAXES
|
|
|
(26,599
|
)
|
|
(76,464
|
)
|
|
(4,153,432
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(26,599
|
)
|
$
|
(76,464
|
)
|
$
|
(4,153,432
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
PER COMMON SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Discontinued
operations
|
|
|
-
|
|
|
-
|
|
|
(.14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share - basic and diluted
|
|
$
|
-
|
|
$
|
-
|
|
$
|
(.14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding during the period - basic
and
diluted
|
|
|
31,097,500
|
|
|
33,175,009
|
|
|
29,283,896
|
|
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 MARCH 31,
2007
(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
|
|
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 MARCH 31,
2007
(UNAUDITED)
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
|
|
Accumulated
Deficit During Development
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
12,000
|
|
|
-
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock cancelled in connection with exchange of ownership in
CardioBioMedical Corporation to its original stockholders
|
|
|
-
|
|
|
-
|
|
|
(22,077,509
|
)
|
|
(2,208
|
)
|
|
(3,216,157
|
)
|
|
3,745,592
|
|
|
527,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to purchase investment in oil and gas leases
|
|
|
-
|
|
|
-
|
|
|
20,000,000
|
|
|
2,000
|
|
|
163,000
|
|
|
-
|
|
|
165,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, 2006
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(140,836
|
)
|
|
(140,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
-
|
|
|
-
|
|
|
31,097,500
|
|
|
3,110
|
|
|
456,016
|
|
|
(381,241
|
)
|
|
77,885
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,000
|
|
|
-
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss during the three months ended March 31, 2007
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(26,599
|
)
|
|
(26,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
MARCH 31, 2007
|
|
|
-
|
|
$
|
-
|
|
$
|
31,097,500
|
|
$
|
3,110
|
|
$
|
459,016
|
|
$
|
(407,840
|
)
|
$
|
54,286
|
|
See
accompanying notes to condensed financial statements.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
For
the Three Months Ended March 31, 2007
|
|
For
the Three Months Ended March 31, 2006
|
|
For
the Period from
May
28, 2003 (Inception) To March 31, 2007
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(26,599
|
)
|
$
|
(76,464
|
)
|
$
|
(4,153,432
|
)
|
Net
loss from discontinued operations
|
|
|
-
|
|
|
(70,500
|
)
|
|
(4,026,761
|
)
|
Loss
from continuing operations
|
|
|
(26,599
|
)
|
|
(5,964
|
)
|
|
(126,671
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution
|
|
|
3,000
|
|
|
-
|
|
|
12,000
|
|
Amortization
|
|
|
3,344
|
|
|
-
|
|
|
18,076
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in accounts receivable
|
|
|
3,053
|
|
|
-
|
|
|
(4,790
|
)
|
Increase
(decrease) in accounts payable and accrued expenses
|
|
|
(37,386
|
)
|
|
(5,557
|
)
|
|
73,255
|
|
Cash
flows from operating activities in continuing operations
|
|
|
(54,588
|
)
|
|
(11,521
|
)
|
|
(28,130
|
)
|
Cash
flows from operating activities in discontinued operations
|
|
|
-
|
|
|
(2,277
|
)
|
|
(1,034,023
|
)
|
Net
Cash Provided By (Used In) Operating Activities
|
|
|
(54,588
|
)
|
|
(13,798
|
)
|
|
(1,062,153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
-
|
|
|
-
|
|
|
(116,331
|
)
|
Cash
flows from investing activities in continuing operations
|
|
|
-
|
|
|
-
|
|
|
(116,331
|
)
|
Cash
flows from investing activities in discontinued operations
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Net
Cash Used In Investing Activities
|
|
|
-
|
|
|
-
|
|
|
(116,331
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Repayment
of stockholder’s loans
|
|
|
-
|
|
|
-
|
|
|
(609
|
)
|
Loans
payable - related party
|
|
|
54,588
|
|
|
-
|
|
|
141,113
|
|
Cash
flows from financing activities in continuing operations
|
|
|
54,588
|
|
|
|
|
|
140,504
|
|
Cash
flows from financing activities in discontinued operations
|
|
|
-
|
|
|
12,100
|
|
|
1,037,980
|
|
Net
Cash Provided By Financing Activities
|
|
|
54,588
|
|
|
12,100
|
|
|
1,178,484
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
(DECREASE) IN CASH
|
|
|
-
|
|
|
(1,698
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
-
|
|
|
1,698
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
-
|
|
$
|
456
|
|
$
|
1,368
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
See
accompanying notes to condensed financial statements.
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.
During
2003, the Company issued 16,500,000 shares of common stock with a fair
value of
$1,650,000 for the license rights to the bio-cybernetic technology and
frequency
analysis technology.
During
2005, the Company cancelled 16,500,000 shares of common stock with a fair
value
of $495,000 for the termination of the exclusive rights to the bio-cybernetic
technology and frequency analysis technology.
During
2005, the Company issued warrants to purchase 6,500,000 of its common shares
at
$0.01 for the non-exclusive rights to the bio-cybernetic technology and
frequency analysis technology valued at $143,238.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS
OF MARCH 31, 2007
(UNAUDITED)
NOTE
1SUMMARY
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 statements 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, 2006.
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). On April 21, 2006, the Company exchanged
all of
its ownership in CardioBioMedical Corporation to the original stockholders.
All
intercompany accounts during the period of consolidation have been eliminated.
As a result of the transaction referred to above, Centurion Gold Holdings,
Inc.,
a related public company, owns approximately 64% of the Company.
Odyssey
Oil & Gas, Inc. (F/K/A Advanced Sports Technologies, Inc.) is hereafter
referred to as the “Company.”
(B)
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 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 development
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.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS
OF MARCH 31, 2007
(UNAUDITED)
(C)
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.
(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 March 31, 2007 there were no common share
equivalents outstanding. On March 31, 2006, there were 6,500,000 warrants
outstanding that were not included in dilutive net loss per share as the
effect
was anti-dilutive.
NOTE
2 LOANS
PAYABLE - RELATED PARTY
During
the three months ended March 31, 2007, a third party advanced $54,726 in
payment
of accounts payable due as of December 31, 2006 and other operating expenses.
The advances are unsecured, bear interest at 10% per annum and are due
on
demand. Loans payable - related party include accrued interest of $7,904.
The
total balance as of March 31, 2007 is $140,504.
NOTE
3 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).
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS
OF MARCH 31, 2007
(UNAUDITED)
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.
(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. The initial 2,500 shares
issued
upon formation of the corporation were purchased for $.10 per
share.
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,
the
price paid for the initial 2,500 shares issued upon formation of the
corporation) based upon recent cash offering prices. During 2005, these
16,500,000 shares of common stock were cancelled pursuant to a settlement
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 for the nonexclusive right to the technology. 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 rights
and will be amortized over the patent life of approximately 14
years.
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 financial accounting purposes,
these shares were valued at $150,000 ($0.03 per share) based upon recent
market
prices of the Company.
ODYSSEY
OIL & GAS, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS
OF MARCH 31, 2007
(UNAUDITED)
(C)
In-kind Contribution
During
the three months ended March 31, 2007, the Company recorded additional
paid-in
capital of $3,000 for the fair value of rent contributed to the Company
by its
president.
During
2006, the Company recorded additional paid-in capital of $12,000 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)
Common Stock Issued in Exchange of Assets
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 book value of assets 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.
NOTE
4 RELATED
PARTY TRANSACTIONS
See
Notes
2 and 3.
NOTE
5 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.
Accordingly, all 2006 amounts relating to the operations of CardioBioMedical
Corporation have been reclassified to conform to this presentation. The
net book
value of assets and liabilities of CardioBioMedical Corporation was recorded
as
a distribution on the date of exchange. The loss from discontinued operations
was equal to operating expenses of CardioBioMedical Corporation.
NOTE
6 GOING
CONCERN
As
reflected in the accompanying financial statements, the Company is in the
development stage with an accumulated deficit of $407,840, a working capital
deficiency of $208,969 and a negative cash flow from operations of $1,062,153
from inception. These factors raise 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. Management anticipates the well will produce sufficient
cash
flow to ensure the Company will continue as a going concern.
FORWARD
LOOKING STATEMENT
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 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. Since inception 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 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 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, the Cardio Spectrum
Diagnostic System as the standard of care for the detection of early-stage
ischemic heart disease. The Company’s strategy consisted of (i) attempting to
obtain insurance reimbursement for performance of the diagnostic test (ii)
establish the device with cardiologists and (iii) finally gain acceptance and
use by other physician specialties and hospitals. The Company was unsuccessful
in its attempts to obtain insurance reimbursement and marketing
CSD.
The
Company was not having much success with CardioBioMedical Corporation and on
April 21, 2006, the ownership of CardioBioMedical Corporation was exchanged
for
22,077,509 shares of Odyssey common stock with the original stockholders. In
addition, we changed the name of the Company to Odyssey Oil & Gas, Inc to
reflect our new strategy.
On
April
21, 2006, we began the realization of our new strategy by purchasing a 10%
working interest in oil and gas leases in Texas from Centurion Gold Holdings,
Inc., a related public company. We expect to purchase other working interests
in
oil and gas wells in the future.
The
Company intends to expand by acquiring additional working interests in other
oil
and gas wells. The Company will also explore investments in other energy related
enterprises.
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.
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 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 development 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.
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
During
the quarter ended March 31, 2007, Global Investment Group, Inc., an unrelated
third party, loaned the Company an additional $54,726 for payment of accounts
payable and other operating expenses. Such loan bears interest at 10% per annum,
are unsecured and due on demand.
Management’s
Discussion and Analysis and Plan of Operations
With
the
exchange of ownership in CardioBioMedical Corporation with the original
stockholders, the prior period operations of CardioBioMedical Corporation have
been reclassified as discontinued operations.
Revenue
reflects the Company’s share of income from its interest in the oil and gas
lease. The well was shut down in December 2006 for repairs and was restarted
in
February 2007. Sand has again leaked into the well and the well was shut down
in
April 2007 for further repairs. Repairs have begun and should be completed
during the second quarter.
Total
operating expenses were $28,623 for the quarter ended March 31, 2007 as compared
with $4,995 for the quarter ended March 31, 2006. The increase in operating
expenses is primarily due to professional fees. The cost of the oil and gas
lease is being amortized to expense over the period of estimated production.
For
the quarter ended March 31, 2007, amortization of $3,344 was recorded. The
loss
from continuing operations was $26,599.
Funding
of operations is still dependent on loans provided by Global Investment Group,
Inc. as revenues have not yet reached a level where the Company is able to
meet
all its obligations from operations. The Company expects this situation to
occur
for at least the next few quarters.
The
company intends to expand by acquiring additional working interests in other
oil
and gas wells. The company will also explore investments in other energy related
enterprises. These
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 continue to produce cash flow
sufficient to ensure that the Company will be able to continue as a going
concern.
Off-Balance
Sheet Arrangements
The
Company is not a party to any off- balance sheet arrangements.
Description
of Property
The
Company does not own any real property other than its 10% interest in the BBB
Area.
The
current location of the Company is 5005 Riverway, Suite 440 Houston, TX
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 quarter ended March 31, 2007 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
Not
applicable.
Item
3. Defaults Upon Senior Securities
Not
applicable.
Item
4. Submission of Matters to a Vote of Security Holders
Not.
Applicable
Item
5. Other Information
Not.
Applicable
Item
6. Exhibits and Reports on Form 8-K.
a) Exhibits:
31
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
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
The
Company has not filed any Current Reports on Form 8-K during the quarter ended
March 31, 2007
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.
ODYSSEY
OIL & GAS, INC
By:
/s/ Arthur Johnson
Arthur
Johnson
Principal
Executive Officer,
President
and Director