
vijayasree n
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The sun oil & gas corp 's financial statement is enclosed here with to prove thie is a fake company
VSN
October 31, 2005
NOTES TO FINANCIAL STATEMENTS
Sun Oil & Gas Corp. (Formerly Gaofeng Gold Corp.) (the Company) was
incorporated on August 20, 1998 under the laws of the State of Nevada as
Editworks, Ltd. In 2001, the Company changed its name to Trilucent Technologies
Corp. The Company changed its name to Anza Innovations, Inc. in 2003. In 2004,
the Company changed its name to Gaofeng Gold Corp. and then later in 2004 to Sun
Oil & Gas Corporation. The Company currently has no operations.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative of
the results from operations expected for the full fiscal year.
INVESTMENT IN CLOVELLY PROSPECT
On December 30, 2004 the Company entered into an agreement with ORX Resources
to participate in the first test well to be drilled on the Clovelly Prospect
located in Lafourche Parish, Louisiana. The Company agreed to pay ORX $27,303
for 10% of all ORX's right, title and interest to all oil, gas and mineral
leases, farm-out agreements or other contracts currently owned by ORX Resources
within the boundaries of the Clovelly Prospect. If the "Initial Test Well" is
capable of producing oil or gas in commercial quantities, the Company may elect
to proceed with completion and be obligated to fund 10% of all costs associated
with completing the well. As of October 31, 2005 the Company had not funded the
investment in the Clovelly Prospect and the agreement had been rescinded by the
Company and ORX Resources.
INVESTMENT IN GOLD MINING PROPERTY
In 2004, the Company entered into a joint venture arrangement with Jiu Gao
Feng Mining Industries Company Limited to jointly produce gold ore from mining
properties located in China. The Company's capitalized cost in the joint venture
arrangement was $954,988. The Company wrote down the carrying value of the joint
venture to $-0-. As of October 31, 2005, the mining joint venture had not
produced any commercial quantities of gold ore.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
On or about October 17, 2005, certain creditors of the Company agreed to
foregive the amounts owing to them in the aggregate amount of $279,153 which has
created a Debt forgiveness Income.
PREFERRED STOCK
On or about October 17, 2005, the holder of 400,000 shares of the Company's
preferred shares returned those shares to the Company for cancellation.
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COMMON STOCK
During the quarter ended October 31, 2005, the Company decreased the number
of issued and outstanding shares of its $0.001 par value common shares through a
one for five reverse split of shares.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Recent Developments
On October 17, 2005, Hanzhong Fang and China U.S. Bridge Capital, Ltd.
acquired approximately 74.3% of the issued and outstanding shares of our common
stock, and thereby acquired control of our company. A copy of the stock purchase
agreement for their acquisition was filed as exhibit 10.1 to our current report
on Form 8-K filed with the Securities and Exchange Commission on October 21,
2005.
In connection with the stock acquisition, Zhenggang Wang and Jimei Liu were
appointed to our board of directors and Peter G. Wilson resigned from our board
of directors. In addition, also in connection with the stock acquisition,
Mr. Wang was appointed as our chairman of the board and chief executive officer,
and Jian Liu was appointed as our chief financial officer.
Our new management team does not intend to pursue the plan of operation
pursued by our old management team. As discussed below, our new management team
intends to transform the company by merging it with a Chinese operating company
in the telecommunications industry, with our company being the surviving entity.
Plan of Operation
For the next twelve months, our plan of operation is to seek a Chinese
operating company with which we can merge our company. In anticipation of
potentially merging the company with a Chinese telecommunications company, we
will change the company's name from Sun Oil & Gas Corp. to China 3C Group. We
expect the name change to be implemented on or about December 19, 2005.
At this time, we believe that Yong Xin Digital Technology Company Limited, a
Chinese company operating in the telecommunications industry, is the most likely
prospective merger candidate. The company and Yong Xin Digital Technology
Company Limited have not entered into a letter of intent, and they do not have
any other formal understanding or agreement between them concerning the proposed
merger. There can be no assurance that the company will enter into any agreement
for a merger with Yong Xin Digital Technology Company Limited or any other
company, or that the company will ever enter into the telecommunications
industry.
Mr. Wang, our chairman of the board and chief executive officer, owns and
controls Yong Xin Digital Technology Company Limited and serves as its chairman
of the board and chief executive officer. In addition, Jian Liu, our chief
financial officer, is the chief financial officer of Yong Xin Digital Technology
Company Limited, and Jimei Liu, a member of our board of directors, serves as a
senior manager with Yong Xin Digital Technology Company Limited.
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As the company is not currently conducting any operations, its cash
requirements are minimal. For the next twelve months, the company intends to
satisfy its cash requirements by utilizing the resources of its controlling
stockholders.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
Item 3. Controls and Procedures.
Under the supervision and with the participation of our management, including
our principal executive and financial officers, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as of October 31, 2005 and, based on such evaluation, our principal
executive and financial officers have concluded that these controls and
procedures are effective. There were no significant changes in our internal
control over financial reporting that occurred during the quarter ended
October 31, 2005 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosures. |