UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

S    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2013

 

£   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _____________________ to ______________

 

Commission File Number: 333-181683

 

HTTP:||WWW.SEC.GOV|ARCHIVES|EDGAR|DATA|1546589|000101968713002708|GRAYFOX_LOGO.JPG

 

Gray Fox Petroleum Corp.


(Name of registrant in our charter)

 

3333 Lee Parkway, Suite 600, Dallas, Texas 75219

(Address of Principal Executive Offices)

 

(214) 665-9564

(Issuer’s telephone number)

 

Check whether the issuer (1) filed all 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    S   No   £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes    S   No   £

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     £   Accelerated filer   £
Non-accelerated filer     £   Smaller Reporting Company   S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes    £   No   S

 

As of October 18, 2013 there were 35,460,000 shares issued and outstanding of the registrant’s common stock.

 

 
 

 



  GRAY FOX PETROLEUM CORP.

(An Exploration Stage Company)

 

TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION 3
Item 1 – Financial Statements 3
Item 2.   Management’s Discussion and Analysis or Plan of Operation. 14
Item 3.  Quantitative and Qualitative Disclosure about Market Risk 18
Item 4.  Controls and Procedures. 18
PART II — OTHER INFORMATION 19
Item 1.  Legal Proceedings. 19
Item 1A. Risk Factors 19
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. 19
Item 3.  Defaults Upon Senior Securities 19
Item 4.  Mine Safety Disclosures 19
Item 5.  Other Information. 19
Item 6.  Exhibits. 20
SIGNATURES 21

 

2
 

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

GRAY FOX PETROLEUM CORP.

(An Exploration Stage Company)

BALANCE SHEETS

    September 30, 2013
(Unaudited)
    March 31, 2013  
ASSETS                
Cash and equivalents   $ 6,289     $ 447  
Prepaid expenses     8,089       4,427  
Total current assets     14,378       4,874  
                 
Prepaid property acquisition costs     175,000        
Total non-current assets     175,000        
                 
TOTAL ASSETS     189,378       4,874  
                 
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 6,676     $ 472  
Notes payable, related party     30,172       8,124  
                 
TOTAL CURRENT LIABILITIES     36,848       8,596  
                 
SHAREHOLDERS' EQUITY                
Common stock, par value $0.001, authorized 75 million, 35,460,000 and 72,160,000 issued and outstanding at September 30, 2013 and March 31, 2013, respectively.     35,460       72,160  
Additional paid-in capital     350,417       (44,646 )
Common stock payable     115,069        
Deficit accumulated during the exploration phase     (348,416 )     (31,236 )
TOTAL SHAREHOLDERS' EQUITY     152,530       (3,722 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $ 189,378     $ 4,874  

 

The accompanying notes are an integral part of these financial statements.

3
 

 

GRAY FOX PETROLEUM CORP.

(An Exploration Stage Company)

RESULTS OF OPERATIONS

(Unaudited)  

 

  Six Months Ended
September 30,
    Three Months Ended
September 30,
    September 22, 2011
(Inception)
to
September 30
,
 
    2013     2012     2013     2012     2013  
Revenue   $     $     $     $     $  
                                         
Operating expenses:                                        
Lease operating     476             476             476  
General and administrative     39,935       8,006       25,948       1,627       59,885  
Officer salaries     155,069             145,069             165,069  
Professional fees     120,862             77,935             121,834  
Net operating loss     (316,342 )     (8,006 )     (249,428 )     (1,627 )     (347,264 )
                                         
Other expense:                                        
Interest expense, related party     (838 )           (652 )           (1,152 )
                                         
NET LOSS   $ (317,180 )   $ (8,006 )   $ (250,080 )   $ (1,627 )   $ (348,416 )
                                         
Net loss per share, basic and fully diluted   $ (0.01 )   $ (0.00 )   $ (0.01 )   $ (0.00 )        
Weighted average number of shares outstanding     49,415,191       7,006,557       35,097,363       7,013,043          

 

 

The accompanying notes are an integral part of these financial statements.

4
 

GRAY FOX PETROLEUM CORP.

(An Exploration Stage Company)

STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

  Common Stock, Par Value $0.001    

Additional Paid In

   

Common Stock

   

Exploration Stage

    Total Shareholders'  
  Shares     Amount     Capital     Payable     Deficit     Deficit  
Balances at inception (September 22, 2011)         $     $           $     $  
Common stock sold to founders     56,000,000       56,000       (49,000 )                 7,000  
Net loss, 9/22/11 to 3/31/12                         (224 )     (224 )
Balances, 3/31/12     56,000,000       56,000       (49,000 )           (224 )     6,776  
                                                 
Imputed interest on non-interest-bearing related party debt                 314                   314  
Common stock sold for cash     16,160,000       16,160       4,040                   20,200  
Net loss                             (31,012 )     (31,012 )
Balances, 3/31/13     72,160,000       72,160       (44,646 )           (31,236 )     (3,722 )
                                                 
Debt forgiveness on related-party debt                 8,363                   8,363  
Cancellation of shares, related party     (37,600,000 )     (37,600 )     37,600                    
Common stock sold for cash     900,000       900       349,100                   350,000  
Vesting of officer stock-based compensation                       115,069             115.069  
Net loss                             (317,180 )     (317,180 )
Balances, 9/30/13 (unaudited)     35,460,000     $ 35,460     $ 350,417     $ 115,069     $ (348,416 )   $ 152,530  

 

 

The accompanying notes are an integral part of these financial statements

5
 

GRAY FOX PETROLEUM CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Six Months Ended
September 30,
    September 22, 2011
(Inception) to September 30,
 
    2013     2012     2013  
                     
CASH FLOWS FROM OPERATING ACTIVITIES                        
Net loss   $ (317,180 )   $ (8,006 )   $ (348,416 )
                         
                         
Adjustments to reconcile net loss with cash used in operations:                        
Imputed interest on non-interest bearing related party debts                 314  
Stock-based compensation     115,069             115,069  
Change in operating assets and liabilities:                        
Prepaid expenses     (3,662 )           (8,089 )
Accounts payable     6,205       1,500       6,677  
Net cash used in operating activities     (199,568 )     (6,506 )     (234,445 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES                        
Prepaid property acquisition costs     (175,000 )           (175,000 )
Net cash provided by / used in investing activities     (175,000 )           (175,000 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES                        
Proceeds from related party note payable     34,436       2,400       42,560  
Principal payments on related-party note payable     (4,026 )           (4,026 )
Proceeds from the sale of common stock     350,000       2,400       377,200  
                         
Net cash provided by financing activities     380,410       4,800       415,734  
                         
Net increase/(decrease) in cash     5,842       (1,706 )     6,289  
Cash at beginning of period     447       7,200        
Cash at end of period   $ 6,289     $ 5,494     $ 6,289  
                         
SUPPLEMENTAL DISCLOSURES                        
                         
Cash paid for interest   $ 448     $     $ 448  
Cash paid for income taxes                  
                         
ADDITIONAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS                        
                         
Forgiveness of debt, related party   $ 8,363     $     $ 8,363  
Par value of cancelled shares, related party     37,600             37,600  

 

 

 

The accompanying notes are an integral part of these financial statements.

6
 

GRAY FOX PETROLEUM

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

 

Note 1 – Nature of Business and Significant Accounting Policies

 

Nature of Business

Gray Fox Petroleum Corp., (formerly Viatech Corp.) (“the Company”) was incorporated in the state of Nevada on September 22, 2011 (“Inception”). The Company was formed to provide interior design and architectural visualization, 3D rendering and architectural animation services. On May 31, 2013, however, the Company abandoned its plans to enter into the interior design and architectural visualization business and the majority shareholder sold his interest in the Company. On June 7, 2013, new management changed the name to “Gray Fox Petroleum Corp.” and intends to explore alternative business opportunities within the oil & gas industry.

 

Basis of Presentation

The interim condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to not make the information presented misleading.

 

The Company has adopted a fiscal year end of March 31.

 

These statements reflect all adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. These interim condensed financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2013 and notes thereto included in the Company's 10-K annual report, filed on June 24, 2013. The Company follows the same accounting policies in the preparation of interim reports.

 

Exploration Stage Company

The Company is currently considered an exploration stage company as defined by FASB ASC 915-10-05. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception (September 22, 2011) to the current balance sheet date. An entity remains in the exploration stage until such time as, among other factors, revenues have been realized. To date, the exploration stage of the Company’s operations consists of developing the business model and marketing concepts.

 

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

 

Revenue Recognition

Oil revenue is recognized when persuasive evidence of an arrangement exists, our oil is delivered, the fee is fixed and determinable and collectability is reasonably assured.

 

Start-Up Costs

The Company accounts for start-up costs, including organization costs, whereby such costs are expensed as incurred.

 

Income Taxes

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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

7
 

 

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

 

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

 

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

 

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at September 22, 2011. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

 

Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

 

Recent Accounting Pronouncements

In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

 

· Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and
· Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 has not had a material impact on our financial position or results of operations.

8
 

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 has not had a material impact on our financial position or results of operations.

 

 

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $348,416, had negative working capital of $22,470 and used net cash in operating activities of $234,445 from inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new products and services to generate revenues. In addition, the Company is currently in search of additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 3 – Related Party Transactions

 

Management Changes

On May 31, 2013, the then majority stockholder, Viatcheslav Gelshetyen entered into a stock purchase agreement with Lawrence Pemble pursuant to which Mr. Gelshetyen sold 7,000,000 shares of common stock of the Company to Mr. Pemble and forgave $8,363 in stockholder loans he had made to the Company in consideration for $50,000 in cash from Mr. Pemble. This transaction is referred to as the “Change in Control.” As a result of the Change in Control, Mr. Gelshetyen no longer owns any shares of the Company’s common stock and, as of May 31, 2013, Mr. Pemble held approximately 78% of the issued and outstanding shares. As part of this Change in Control, Mr. Gelshetyen resigned his positions as the sole director and officer of the Company and Mr. Pemble was appointed as the Company’s sole director and as its Chief Executive Officer, President, Treasurer and Secretary.

 

Notes Payable

The Company has received short term loans from Officers as disclosed in Note 5 below.

 

Common Stock

On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 37,600,000 shares of common stock held by Mr. Pemble, as adjusted for an 8:1 stock split completed on June 20, 2013. As a result of this redemption, Mr. Pemble’s adjusted shareholdings decreased from 56,000,000 shares to 18,400,000 shares, which share amount represented approximately 53% of the total shares issued and outstanding.

 

On March 29, 2012, our former CEO, Viatcheslav Gelsheteyn, purchased 56,000,000 shares of common stock, as adjusted for an 8:1 stock split completed on June 20, 2013, at an adjusted price of $0.000125 per share in exchange for proceeds of $7,000.

 

On July 8, 2013, the Company entered into an Employment Agreement with Lawrence Pemble regarding his position as President and Chief Executive Officer of the Company. The Employment Agreement is effective as of May 31, 2013, the date when Mr. Pemble acquired a controlling interest in the Company. The Employment Agreement has an initial term of three years and will automatically renew for successive one-year periods until terminated by either party in accordance with the Agreement (the “Term”). Mr. Pemble will be paid a base salary of $120,000 per year. Mr. Pemble will also be entitled to receive 3,000,000 shares of Common Stock, which will be issued in increments of 1,000,000 shares over the first three years of the Term on July 8 in 2014, 2015 and 2016. The Employment Agreement may be terminated (i) at any time by the Company for “cause”, (ii) upon 60 days’ written notice by either party for any reason, (iii) at any time by Mr. Pemble for “good reason”, or (iv) by either party at the end of the Term. The Employment Agreement also terminates immediately upon Mr. Pemble’s death or disability. If Mr. Pemble’s employment is terminated for “cause” by the Company, or if he voluntarily resigns without “good reason”, then he will forfeit any shares of Common Stock that have not vested as of the date of such termination or resignation. If Mr. Pemble’s employment is terminated for any other reason, he will be entitled to receive three months of his then-current base salary and the full 3,000,000 shares of Common Stock.

9
 

 

Note 4 – Oil and Gas Properties

 

On July 5, 2013, the Company entered into a Lease Purchase Agreement (the “Lease Purchase Agreement”) with FFMJ, LLC, a Nevada limited liability company (“Seller”), pursuant to which the Company has agreed to purchase Seller’s interest in 22 separate oil and gas leases issued by the Bureau of Land Management for the United States of America (the “BLM”), comprising approximately 32,723 acres within the State of Nevada (the “Leases”), for an aggregate purchase price of $250,000 (the “Purchase Price”). The Company has paid $175,000 and the remaining $75,000 of the Purchase Price is due by November 2, 2013. The Company has also agreed to assume all rental payments due on the Leases starting on July 5, 2013. The Leases will not be transferred to the Company until the Purchase Price installments have been paid in full. The expiration date of each Lease ranges from March 31, 2016 to July 31, 2017. The Leases exclude well or lease bonds in place with the Nevada Division of Minerals and/or the BLM.

 

The Lease Purchase Agreement provides that Seller will deliver the Leases at a minimum 82% net revenue interest, and the Company agrees to assign a 3% overriding royalty interest to Seller on any lease, whether federal, state or fee, obtained on lands within the area covered by or contiguous to the Leases. The Company shall be responsible for all filing and recording fees for BLM and relevant county recorder offices. The Lease Purchase Agreement contains customary representations and warranties of Seller and the Company. The Lease Purchase Agreement also provides that the Company must drill a test well with a surface and bottom hole location on the Leases for the purpose of hydrocarbon exploration and production which must achieve a depth of 6,000 feet, or a depth as otherwise agreed to by the parties. If the Company does not begin drilling with a rig capable of total depth on or before July 5, 2015, the Leases will be reassigned to Seller.

 

We have recorded the $175,000 paid to date as a non-current asset entitled “Prepaid Property Acquisition Costs”. Upon completion of the final payment, the title to the property will transfer to us and we will record the cost as an Oil and Gas Property at that time.

 

 

Note 5 – Fair Value of Financial Instruments

 

The Company adopted FASB ASC 820-10 upon inception at September 22, 2011. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

 

The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

 

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

 

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

 

10
 

 

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2013 and March 31, 2013, respectively:

 

  Fair Value Measurements at September 30, 2013  
  Level 1     Level 2     Level 3  
Assets                        
Cash   $ 6,289     $     $  
Total assets     6,289              
                         
Liabilities                        
Notes payable, related party           30,172        
Total liabilities   $     $ 30,172     $  
                         
                         
  Fair Value Measurements at March 31, 2013  
  Level 1     Level 2     Level 3  
Assets                        
Cash   $ 447     $     $  
Total assets     447              
                         
Liabilities                        
Notes payable, related party           8,124        
Total liabilities   $     $ 8,124     $  

 

The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

 

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended September 30, 2013 or the year ended March 31, 2013.

 

Note 6 – Notes Payable, Related Party

 

Notes payable, related party, consists of the following at September 30, 2013 and March 31, 2013, respectively:

 

      September 30, 2013       March 31, 2013  
                 
On various dates, the Company received unsecured, loans bearing interest at 10%, due on demand from the Company’s CEO, Lawrence Pemble.  Also, Mr. Pemble paid certain expenses on behalf of the Company.   $ 30,172     $  
                 
On various dates, the Company received unsecured, non-interest bearing loans, due on demand from the Company’s former CEO, Viatcheslav Gelshteyn. On May 31, 2013, commensurate with the change in control and sale of Mr. Gelshteyn’s holdings in the Company, the total unpaid loan balance of $8,363 was forgiven by the lender and contributed to capital.           8,124  
Total short-term notes payable, related party   $ 30,172     $ 8,124  

 

 

The Company recorded interest expense in the amount of $838 and $-0- for the for the nine months ended September 30, 2013 and 2012, respectively related to notes payable, related party. During the six months ended September 30, 2013, the Company repaid Mr. Pemble $4,040, including $448 of accrued interest.

11
 

 

Note 7 – Stockholders’ Equity

 

The Company has authorized 75,000,000 shares of $0.001 par value common stock.

 

On June 7, 2013, Lawrence Pemble, the sole director of the Company, adopted resolutions to approve an 8:1 stock split for stockholders of record as of June 20, 2013. The resulting stock split increased the Company’s issued and outstanding shares from 4,320,000 to 34,560,000 shares. The common stock split has been applied retrospectively as presented in these financial statements and all related disclosures.

 

Common Stock Issuances

On various dates from October 1, 2012 through October 17, 2012, the Company sold a total of 14,240,000 shares of the Company’s common stock at $0.00125 per share amongst a total of twenty one (21) independent investors in exchange for total proceeds of $17,800.

 

On various dates from September 25, 2012 through September 27, 2012, the Company sold a total of 1,920,000 shares of the Company’s common stock at $0.00125 per share amongst a total of four (4) independent investors in exchange for total proceeds of $2,400.

 

On March 29, 2012, our former CEO, Viatcheslav Gelshteyn, purchased 56,000,000 shares of common stock, as adjusted for an 8:1 stock split completed on June 20, 2013, at an adjusted price of $0.000125 per share in exchange for proceeds of $7,000.

 

On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 37,600,000 shares of common stock held by Mr. Pemble, as adjusted for an 8:1 stock split completed on June 20, 2013. As a result of this redemption, Mr. Pemble’s adjusted shareholdings decreased from 56,000,000 shares to 18,400,000 shares, which share amount represented approximately 53% of the total shares issued and outstanding.

 

During the three months ended September 30, 2013, we issued 900,000 shares in exchange for $350,000.

 

Contributed Capital

On May 31, 2013, the then majority stockholder, Viatcheslav Gelshetyen entered into a stock purchase agreement with Lawrence Pemble pursuant to which Mr. Gelshetyen sold 7,000,000 shares of common stock of the Company to Mr. Pemble and forgave $8,363 in stockholder loans he had made to the Company. The debt forgiveness related to the loans was recognized as contributed capital.

 

Common Stock Payable

On July 8, 2013, the Company entered into an Employment Agreement with Lawrence Pemble, our Chief Executive Officer, for compensation, including stock compensation. The agreement awards 3 million shares to Mr. Pemble, 1 million shares of which vest each anniversary of the July 8, 2013 effective date. We valued these shares at their fair values on the grant date, and valued the total of the 3 million at $1,500,000. We are amortizing the value of these shares at the greater of the amount vesting or straight line (which, in this case, is the same). Through September 30, 2013, we have charged general and administrative expense with $115,069 associated with this agreement. The amount is included on the balance sheet as Common Stock Payable.

 

Note 8 – Income Taxes

 

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

 

For the nine months ended September 30, 2013 and the year ended March 31, 2013, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, 2013 and March 31, 2013, the Company had approximately $233,347 and $31,236 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2032.

 

12
 

The components of the Company’s deferred tax asset are as follows: 

 

    September 30, 2013     March 31, 2013  
             
Net operating loss carry-forwards   $ 233,347     $ 31,236  
                 
      9/30/13       3/31/12  
Deferred tax asset     81,671       10,933  
Valuation allowance     (81,671 )     (10,933 )
Net deferred tax asset   $     $  

 

 

Note 9 – Subsequent Events

 

The Company has evaluated subsequent events through the date of this report.

 

 

 

 

 

13
 

Item 2.    Management’s Discussion and Analysis or Plan of Operation.

 

This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

 

Overview and Outlook

We are currently a exploration stage company examining oil & gas exploration opportunities. On July 5, 2013, the Company entered into a Lease Purchase Agreement, pursuant to which the Company has agreed to purchase Seller’s interest in 22 separate oil and gas leases, comprising approximately 32,723 acres within the State of Nevada, for an aggregate purchase price of $250,000. The Company has paid $175,000 of the Purchase Price to date, and the remaining $75,000 of the Purchase Price is due November 2, 2013. The Company has also agreed to assume all rental payments due on the Leases starting on July 5, 2013. The Leases will not be transferred to the Company until the Purchase Price installments have been paid in full. The expiration date of each Lease ranges from March 31, 2016 to July 31, 2017. The Leases exclude well or lease bonds in place with the Nevada Division of Minerals and/or the BLM.

 

We have not significantly commenced our planned principal operations. Our operations to date have been devoted primarily to startup and development activities, which include forming our entity, developing our business plan, registering with the SEC and listing our Common Stock on the OTCBB under the symbol, “VTCH”. In connection with the Change of Control and name change, on July 19, 2013, our ticker symbol on the OTCBB changed from VTCH to GFOX. Our fiscal year end is March 31.

 

On May 31, 2013, the then majority stockholder, Viatcheslav Gelshetyen entered into a stock purchase agreement with Lawrence Pemble pursuant to which Mr. Gelshetyen sold 7,000,000 shares of common stock of the Company to Mr. Pemble and forgave $8,363 in stockholder loans he had made to the Company in consideration for $50,000 in cash from Mr. Pemble. This transaction is referred to as the “Change in Control.” As a result of the Change in Control, Mr. Gelshetyen no longer owns any shares of the Company’s common stock and, as of May 31, 2013, Mr. Pemble held approximately 78% of the issued and outstanding shares. As part of this Change in Control, Mr. Gelshetyen resigned his positions as the sole director and officer of the Company and Mr. Pemble was appointed as the Company’s sole director and as its Chief Executive Officer, President, Treasurer and Secretary.

 

On June 7, 2013, the Company notified the FINRA of its intention to change its name to “Gray Fox Petroleum Corp.” and to conduct a forward stock split of the issued and outstanding shares of the Company’s common stock whereby each outstanding share of common stock was exchanged for eight new shares of common stock. On June 18, 2013, FINRA confirmed its approval of the forward stock split and name change. On June 20, 2013, the Company effected the stock split, which increased the issued and outstanding shares of Common Stock from 4,320,000 shares to 34,560,000 shares. The Company’s stockholders will be given new certificates reflecting the shares issued in the stock split upon surrender of their existing stock certificates to the Company’s transfer agent.

 

On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 37,600,000 shares of common stock held by Mr. Pemble, as adjusted for an 8:1 stock split completed on June 20, 2013. As a result of this redemption, Mr. Pemble’s adjusted shareholdings decreased from 56,000,000 shares to 18,400,000 shares, which share amount represented approximately 53% of the total shares issued and outstanding.

 

In order for us to commence substantive operations, we will require additional capital. It was our expectation that registration with the SEC and subsequent public listing of our Common Stock might facilitate our efforts in attracting additional capital. Thus far we have been unsuccessful in identifying credible sources of financing despite our efforts.

 

Since the Company’s inception on September 22, 2011, we have not generated any substantive revenues and have incurred a cumulative net loss of $348,416.

14
 

Results of Operations

Six Months Ended September 30, 2013 versus 2012

The following table summarizes selected items from the statement of operations for the six month periods ended September 30, 2013 and 2012.

 

    Six Months Ended
September 30,
       
    2013     2012     Increase or (Decrease)  
                   
Revenue   $     $     $  
                         
Operating expenses:                        
Lease operating     476             476  
General and administrative     39,935       8,006       31,929  
Officer salaries     155,069             155,069  
Professional fees     120,862             120,862  
                         
Net operating loss     (316,342 )     (8,006 )     (308,336 )
                         
Other expense:                        
Interest expense, related party     (838 )           (838 )
                         
NET LOSS   $ (368,779 )   $ (8,006 )   $ (309,174 )

 

 

Revenues:

 

The Company was established on September 22, 2011 and is in the exploration stage and had no revenues or operations during the six months ended September 30, 2013 or 2012.

 

Lease Operating Expenses:

 

This is the first period in which we have reported lease operating expenses. The expense relates to the expensing of a portion of the three-year fee we pay to the State of Nevada for the leases in that state. Even though the title to the properties have not yet passed to us, we are obligated to pay these fees for any leases coming due subsequent to the closing of the purchase of the West Ranch property in Nevada (see Note 4 to the financial statements).

 

General and Administrative:

 

General and administrative expense was $39,935 for the six months ended September 30, 2013 compared to $8,006 for the same period in 2012, an increase of $31,929. General and administrative expenses consisted of bank fees, statutory reporting expenses, travel expenses, costs associated with getting our stock traded on the OTCBB and costs associated with evaluating our Nevada acquisition. We had very few of these costs during the nine months ended September 30, 2012.

 

Officer Salaries:

 

Officer salaries expense was $155,069 for the six months ended September 30, 2013 compared to zero for the same period in 2012. Of the amount in the current year, stock-based compensation was $115,069. This is due to the establishment of an employment agreement with our new CEO that commenced with the change in control on May 31, 2013, consisting of an annual salary of $120,000 and the granting of stock-based compensation (see Note 7) to the financial statements. There was no compensation or employment agreement in place during the comparative six month period ended September 30, 2012.

 

15
 

Professional Fees:

 

Professional fees expense was $120,862 for the six months ended September 30, 2013 compared to zero for the same period in 2012. Professional fees consisted of legal, accounting and auditing costs necessary to prepare our public filings. The increase in professional fees expense was primarily due to increased legal, accounting and audit fees related to our SEC filing costs and change in control that were incurred during the current year. We incurred no such costs for the six months ended September 30, 2012.

 

Interest Expense:

 

Interest expense was $838 for the six months ended September 30, 2013 compared to zero for the three months ended September 30, 2012. The increase in interest expense was primarily due to increased short term debt financing from our officer to finance our change in control and shift in planned operations to the oil & gas industry.

 

Net Loss:

 

Net loss for the six months ended September 30, 2013 was $317,180, (or $0.01) per share, compared to a net operating loss of $8,006, or ($0.00) per share, for the same period in 2012. Net operating loss increased primarily due to increased legal, accounting, audit fees related to our SEC filing costs, change in control and consulting costs associated with our Nevada acquisition.

 

 

Three Months Ended September 30, 2012 versus 2011

The following table summarizes selected items from the statement of operations for the three month periods ended September 30, 2013 and 2012.

 

    Three Months Ended September 30,        
    2013     2012     Increase or (Decrease)  
                   
Revenue   $     $     $  
                         
Operating expenses:                        
Lease operating     476             476  
General and administrative     25,948       1,627       24,321  
Officer salaries     145,069             145,069  
Professional fees     77,935             77,935  
                         
Net operating loss     (249,428 )     (1,627 )     (247,801 )
                         
Other expense:                        
Interest expense, related party     (652 )           (652 )
                         
NET LOSS   $ (250,080 )   $ (1,627 )   $ (248,453 )

 

 

Revenues :

 

There were no revenues for the three months ended September 30, 2013 and 2012.

 

Lease Operating Expenses:

 

This is the first period in which we have reported lease operating expenses. The expense relates to the expensing of a portion of the three-year fee we pay to the State of Nevada for the leases in that state. Even though the title to the properties have not yet passed to us, we are obligated to pay these fees for any leases coming due subsequent to the closing of the purchase of the West Ranch property in Nevada (see Note 4 to the financial statements).

 

16
 

General and Administrative:

 

General and administrative expense was $25,948 for the three months ended September 30, 2013 compared to $1,627 for the same period in 2012. General and administrative expenses consisted of bank fees, statutory reporting expenses, travel expenses, costs associated with getting our stock traded on the OTCBB and costs associated with evaluating our Nevada acquisition. We had very few of these costs during the three months ended September 30, 2013.

 

Officer Salaries:

 

Officer salaries expense was $145,069 for the three months ended September 30, 2013 compared to zero for the same period in 2012. Of the amount in the current year, stock-based compensation was $115,069. This is due to the establishment of an employment agreement with our new CEO that commenced with the change in control on May 31, 2013, consisting of an annual salary of $120,000 and the granting of stock-based compensation (see Note 7) to the financial statements. There was no compensation or employment agreement in place during the comparative three month period ended September 30, 2012.

 

Professional Fees:

 

Professional fees expense was $77,935 for the three months ended September 30, 2013 compared to zero for the same period in 2012. Professional fees consisted of legal, accounting and auditing costs necessary to prepare our public filings. The increase in professional fees expense was primarily due to increased legal, accounting and audit fees related to our SEC filing costs and change in control that were incurred during the current year. We incurred no such costs for the three months ended September 30, 2013.

 

Interest Expense:

 

Interest expense was $652 for the three months ended September 30, 2013 compared to zero for the three months ended September 30, 2012. The increase in interest expense was primarily due to increased short term debt financing from our officer to finance our change in control and shift in planned operations to the oil & gas industry.

 

Net Loss:

 

Net loss for the three months ended September 30, 2013 was $250,080, (or $0.01) per share, compared to a net operating loss of $1,627, or ($0.00) per share, for the same period in 2012. Net operating loss increased primarily due to increased legal, accounting, audit fees related to our SEC filing costs, change in control and consulting costs associated with our Nevada acquisition.

 

 

Liquidity and Capital Resources

Our principal source of operating capital has been provided from private sales of our Common Stock and debt financing. At September 30, 2013, we had a negative working capital position of $22,470. As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through Common Stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control.

 

17
 

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

 

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

 

Not applicable.

 

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s officers and directors, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the President, the President concluded that the Company’s disclosure controls and procedures are not effective at September 30, 2013 or March 31, 2013. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are not materially misstated.

 

Inherent Limitations of Internal Controls

 

Our Principal Executive Officer does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18
 

PART II — OTHER INFORMATION

Item 1.  Legal Proceedings.

 

None.

 

Item 1A. Risk Factors

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

(a)                  Unregistered Sales of Equity Securities.

 

During the three months ended September 30, 2013, we issued 900,000 shares to an accredited investor for $350,000.

 

We believed that Regulation S was available because:

 

· None of these issuances involved underwriters, underwriting discounts or commissions;
· We placed Regulation S required restrictive legends on all certificates issued;
· No offers or sales of stock under the Regulation S offering were made to persons in the United States;
· No direct selling efforts of the Regulation S offering were made in the United States.

 

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

 

· Access to all our books and records.
· Access to all material contracts and documents relating to our operations.
· The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

 

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.

 

(b)                  Use of Proceeds.

 

Of the $350,000 raised during the six months ended September 30, 2013, we spent approximately $237,000 on direct and indirect costs of acquiring the property in Nevada (see Note 4 to the financial statements for a description of the property), $26,200 in costs associated with our statutory filing obligations, $30,000 in officer salary, $4,040 in interest and principal paid to our Chief Executive Officer, and $45,000 of other costs associated with operating the Company.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

  

Item 5. Other Information.

 

Not applicable.

 

19
 

Item 6. Exhibits.

 

Exhibit

No.

Document Description
10.1

Securities Purchase Agreement dated July 17, 2013 by and between the Registrant and Rooftop Investments, Ltd. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Gray Fox Petroleum Corp. on July 23, 2013)

 

10.2 Lease Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Gray Fox Petroleum Corp. on July 10, 2013)
   
10.3 Employment Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Gray Fox Petroleum Corp. on July 10, 2013)
   
31.1 Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2

Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   
32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   

 

 

Exhibit 101  Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
       
  101.INS XBRL Instance Document**
       
  101.SCH XBRL Taxonomy Extension Schema Document**
       
  101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**
       
  101.DEF XBRL Taxonomy Extension Definition Linkbase Document**
       
  101.LAB

XBRL Taxonomy Extension  Label Linkbase Document**

       
  101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

 

20
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Gray Fox Petroleum Corp.

 

/s/ Lawrence Pemble  
Lawrence Pemble October 18, 2013
Chief Executive Officer, President, Treasurer, Secretary and Director  

 

 

 

 

 

 

 

 

 

 

 

 

21

 

Exhibit 31.1

 

CERTIFICATION

 

I, Lawrence Pemble, certify that:

 

1. I have reviewed this report on Form 10-Q of Gray Fox Petroleum Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I areI am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have :

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

  Gray Fox Petroleum Corp.  
       
October 18, 2013 By: /s/ Lawrence Pemble  
    Lawrence Pemble  
    Chief Executive Officer  

 

Exhibit 31.2

 

CERTIFICATION

 

I, Lawrence Pemble, certify that:

 

1. I have reviewed this report on Form 10-Q of Gray Fox Petroleum Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have :

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

  Gray Fox Petroleum Corp.  
       
October 18, 2013 By: /s/ Lawrence Pemble  
    Lawrence Pemble  
    Principal Financial Officer  

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended September 30, 2013 of Gray Fox Petroleum Corp. (the “Company”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  Gray Fox Petroleum Corp.  
       
October 18, 2013 By: /s/ Lawrence Pemble  
    Lawrence Pemble  
    Chief Executive Officer  
   

Principal Financial Officer

 

 

 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Gray Fox Petroleum Corp. and will be retained by Gray Fox Petroleum Corp. and furnished to the Securities and Exchange Commission or its staff upon request.