FLORIDA
|
65-1139235
|
-------------------------------------------------------------
|
---------------------------------------------
|
(State
or other jurisdiction of incorporation
|
(IRS
Employer Identification No.)
|
or
organization)
|
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
|
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
(RESTATED) AND 2005 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION)
TO
JUNE 30, 2006 (RESTATED) (UNAUDITED)
|
PAGES
|
3
-
4
|
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM MAY 28, 2003
(INCEPTION) TO JUNE 30, 2006 (RESTATED) (UNAUDITED)
|
PAGES
|
5
-
6
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006
(RESTATED)
AND 2005 AND FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO JUNE 30,
2006 (RESTATED) (UNAUDITED)
|
PAGES
|
7
-
12
|
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(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
|
For
the Three Months Ended June 30, 2006
(Restated)
|
For
the Three Months Ended June 30, 2005
|
For
the Six Months Ended June 30, 2006
(Restated)
|
For
the Six Months Ended June 30, 2005
|
For
The Period From May 28, 2003 (Inception) To June 30, 2006
(Restated)
|
||||||||||||
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
|
)
|
|||||||
NET
LOSS
|
$
|
(23,866
|
)
|
$
|
(159,418
|
)
|
$
|
(100,330
|
)
|
$
|
(283,461
|
)
|
$
|
(4,086,327
|
)
|
|
LOSS
PER COMMON SHARE - BASIC AND DILUTED
|
||||||||||||||||
Loss
from continuing operations
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Loss
from discontinued operations
|
-
|
-
|
-
|
(0.01
|
)
|
(0.14
|
)
|
|||||||||
Net
loss per share - basic and diluted
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(0.01
|
)
|
$
|
(0.14
|
)
|
||||
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
|
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
|
)
|
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
($0.03 per share)
|
-
|
-
|
5,000,000
|
500
|
149,500
|
-
|
150,000
|
|||||||||||||||
Shares
issued in reverse merger
|
-
|
-
|
11,097,500
|
1,110
|
(1,110
|
)
|
-
|
-
|
||||||||||||||
In-kind
contribution
|
-
|
-
|
-
|
-
|
12,000
|
-
|
12,000
|
|||||||||||||||
Warrants
issued for non- exclusive license
|
-
|
-
|
-
|
-
|
143,238
|
-
|
143,238
|
|||||||||||||||
Net
loss, 2005
|
-
|
-
|
-
|
-
|
-
|
(1,696,989
|
)
|
(1,696,989
|
)
|
|||||||||||||
Balance
, December 31, 2005
|
-
|
-
|
33,175,009
|
3,318
|
3,497,173
|
(3,985,997
|
)
|
(485,506
|
)
|
|||||||||||||
In-kind
contribution
|
-
|
-
|
-
|
-
|
6,000
|
-
|
6,000
|
|||||||||||||||
Common
stock cancelled in connection with exchange of ownership in
CardioBioMedical Corporation to its original stockholders
|
-
|
-
|
(22,077,509
|
)
|
(2,208
|
)
|
(3,216,157
|
)
|
3,749,452
|
531,087
|
||||||||||||
Common
stock issued to purchase investment in oil and gas leases ($.008
per
share)
|
-
|
-
|
20,000,000
|
2,000
|
163,000
|
-
|
165,000
|
|||||||||||||||
Net
income during the six months ended June 30, 2006
|
-
|
-
|
-
|
-
|
-
|
(100,330
|
)
|
(100,330
|
)
|
|||||||||||||
BALANCE,
JUNE 30, 2006 (RESTATED)
|
-
|
$
|
-
|
31,097,500
|
$
|
3,110
|
$
|
450,016
|
$
|
(336,875
|
)
|
$
|
116,251
|
For
the Six Months Ended June 30, 2006
(Restated)
|
For
the Six Months Ended June 30, 2005
|
For
The Period From
May
28, 2003 (Inception) To June 30, 2006
(Restated)
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
|
$
|
(100,330
|
)
|
$
|
-
|
$
|
(4,086,327
|
)
|
||
Net
loss from discontinued operations
|
(70,500
|
)
|
(283,461
|
)
|
(4,026,761
|
)
|
||||
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
|
|||||||
Cash
flow from operating activities in continuing operations
|
16,576
|
-
|
(13,160
|
)
|
||||||
Cash
flow from operating activities in discontinued operations
|
(81,846
|
)
|
(240,456
|
)
|
(50,412
|
)
|
||||
Net
Cash Used In Operating Activities
|
(65,270
|
)
|
(43,005
|
)
|
(63,572
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
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
|
$
|
-
|
For
the Six Months Ended June 30, 2006
(Restated)
|
For
the Six Months Ended June 30, 2005
|
For
The Period From
May
28, 2003 (Inception) To June 30, 2006
(Restated)
|
||||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||
Cash
paid for income taxes
|
$
|
456
|
$
|
456
|
$
|
1,368
|
||||
Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
Statement
of Operations:
|
For
the Three Months Ended June 30, 2006
|
For
the Six Months Ended June 30, 2006
|
|||||||||||||||||
As
Originally Reported
|
As
Restated for Correction of Errors
|
As
Restated
|
As
Originally Reported
|
As
Restated for Correction of Errors
|
As
Restated
|
||||||||||||||
Loss
from continuing operations
|
$
|
(23,866
|
)
|
$
|
-
|
$
|
(23,866
|
)
|
$
|
(29,830
|
)
|
$
|
-
|
$
|
(29,830
|
)
|
|||
Income
(loss) from discontinued operations, net of taxes
|
3,749,452
|
(3,749,452
|
)
|
-
|
3,678,952
|
(3,749,452
|
)
|
(70,500
|
)
|
||||||||||
Net
income (loss)
|
3,725,586
|
(3,749,452
|
)
|
(23,866
|
)
|
3,649,122
|
(3,749,452
|
)
|
(100,330
|
)
|
|||||||||
Basic
and diluted net earnings (loss) per common share:
|
|||||||||||||||||||
Continuing
operations
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Discontinued
operations
|
0.12
|
(0.12
|
)
|
-
|
0.11
|
(0.11
|
)
|
-
|
|||||||||||
Total
|
$
|
0.12
|
$
|
(0.12
|
)
|
$
|
-
|
$
|
0.11
|
$
|
(0.11
|
)
|
$
|
-
|
Statement
of Cash Flows:
|
For
the Six Months Ended June 30, 2006
|
|||||||||
As
Originally Reported
|
As
Restated for Correction of Errors
|
As
Restated
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
income (loss)
|
$
|
3,649,122
|
$
|
(3,749,452
|
)
|
$
|
(100,330
|
)
|
||
Net
income (loss) from discontinued operations
|
3,678,952
|
(3,749,452
|
)
|
(70,500
|
)
|
|||||
Loss
from continuing operations
|
(29,830
|
)
|
-
|
(29,830
|
)
|
|||||
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
in accounts payable and accrued expenses
|
43,406
|
-
|
43,406
|
|||||||
Cash
flow from operating activities in continuing operations
|
16,576
|
-
|
16,576
|
|||||||
Cash
flow from operating activities in discontinued operations
|
(81,846
|
)
|
-
|
(81,846
|
)
|
|||||
Net
Cash Used In Operating Activities
|
(65,270
|
)
|
-
|
(65,270
|
)
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Loans
payable - related parties
|
63,572
|
-
|
63,572
|
|||||||
Net
Cash Provided By Financing Activities
|
63,572
|
-
|
63,572
|
|||||||
NET
DECREASE IN CASH
|
(1,698
|
)
|
-
|
(1,698
|
)
|
|||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
1,698
|
-
|
1,698
|
|||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
-
|
$
|
-
|
$
|
-
|
ODYSSEY
OIL & GAS, INC
|
||
Date:
August
18, 2006
|
||
By:
/s/ Arthur Johnson
|
||
Arthur
Johnson
|
||
Principal
Executive Officer,
|
||
President
and Director
|