UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
(Mark One)
x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
the quarterly period ended December 31, 2014
 
OR
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from _____________to _____________
 
Commission file number 333-193599
 
TEXAS JACK OIL & GAS CORPORATION
(Exact name of small business issuer as specified in its charter)
 
Nevada
46-2316220
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
15 Belfort, Newport Coast, CA 92657
(Address of principal executive offices)
 
(949) 706-3628
(Issuer’s telephone number)
 
                           N/A                          
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o
 
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 x No o
 
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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Larger accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
 
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 25,972,000 shares outstanding as of February 20, 2015 .  
 
 
 
 
TEXAS JACK OIL & GAS CORPORATION
 
TABLE OF CONTENTS
 
   
Page
     
PART I.
FINANCIAL INFORMATION
 
     
Item 1.
1
     
 
1
     
 
2
     
 
3
     
 
4
     
Item 2.
8
     
Item 4.
11
     
PART II.
OTHER INFORMATION
 
     
Item 1.
12
     
Item 2.
12
     
Item 3.
12
     
Item 4.
12
     
Item 5.
12
     
Item 6.
12
     
13

 
 
 
PART I - FINANCIAL INFORMATION
 
Item  1. Financial Statements

TEXAS JACK OIL & GAS CORPORATION
CONDENSED BALANCE SHEETS
 
   
December 31,
   
June 30,
 
   
2014
   
2014
 
   
(Unaudited)
       
ASSETS
           
Current assets
           
Cash
  $ 1,785     $ 5,874  
Total Current Assets
    1,785       5,874  
                 
Loan receivable - officer
    12,466       53,880  
Right on mine property
    165,000       165,000  
                 
Total Assets
  $ 179,251     $ 224,754  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
               
Current liabilities
               
Notes payable
  $ 67,000     $ 72,000  
Note payable - related party
    71,000       -  
Accounts payable and accrued expenses
    48,238       36,384  
Accrued interest - related party
    9,666       6,833  
Total current liabilities
    195,904       115,217  
Non-Current liabilities
               
Note payable - related party
    -       71,000  
Total non-current liabilities
    -       71,000  
                 
Total Liabilities
    195,904       186,217  
                 
Commitments and contingencies
    -       -  
                 
Stockholders' (deficit) equity
               
                 
Preferred stock, $0.001 par value, 10,000,000 shares authorized
    -       -  
Common stock, $0.001 par value, 60,000,000 shares authorized, 24,592,000 and 23,400,000 shares issued and outstanding as of December 31, 2014 and June 30, 2014, respectively
    24,592       23,400  
Additional paid in capital
    268,008       150,000  
Accumulated deficit
    (309,253 )     (134,863 )
Total stockholders' (deficit)  equity
    (16,653 )     38,537  
                 
Total liabilities and stockholders' (deficit) equity
  $ 179,251     $ 224,754  
 
The accompanying notes are an integral part of these unaudited condensed financial statements
 
 
TEXAS JACK OIL & GAS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
For the Three
   
For the Three
   
For the Six
   
For the Six
 
   
Months Ended
   
Months Ended
   
Months Ended
   
Months Ended
 
   
December 31,
   
December 31,
   
December 31,
   
December 31,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Revenue
  $ -     $ 2,122     $ -     $ 3,697  
                                 
Operating expenses:
                               
Selling, general and administrative expenses
    46,862       3,178       169,345       34,298  
                                 
Total operating expenses
    46,862       3,178       169,345       34,298  
                                 
Net Operating Loss
    (46,862 )     (1,056 )     (169,345 )     (30,601 )
                                 
Other expense
                               
Interest expense
    2,518       2,037       5,045       4,046  
Total other expenses
    2,518       2,037       5,045       4,046  
                                 
Loss before provision for income taxes
    (49,380 )     (3,093 )     (174,390 )     (34,647 )
                                 
Provision for income taxes
    -       -       -       -  
                                 
Net income (loss)
  $ (49,380 )   $ (3,093 )   $ (174,390 )   $ (34,647 )
                                 
Net income (loss) per share - basic
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
                                 
Net income (loss) per share - diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
                                 
Weighted average shares outstanding - basic
    24,408,739       23,000,000       24,152,087       23,000,000  
                                 
Weighted average shares outstanding - diluted
    24,408,739       23,000,000       24,152,087       23,000,000  
 
The accompanying notes are an integral part of these unaudited condensed financial statements
 
 
TEXAS JACK OIL & GAS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
For the Six
   
For the Six
 
   
Months Ended
   
Months Ended
 
   
December 31,
   
December 31,
 
   
2014
   
2013
 
             
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss
  $ (174,390 )   $ (34,647 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Changes in assets and liabilities:
               
Loan receivable - officer
    41,414       -  
Accrued interest - related party
    2,833       (3,787 )
Accounts payable and accrued expenses
    11,854       2,833  
                 
Net cash used in operating activities
    (118,289 )     (35,601 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from issuance of private placement
    119,200       -  
Payments to officer under note receivable
    -       (10,700 )
Proceed from issuance of promissory notes
    -       5,000  
Repayments of promissory notes
    (5,000 )     -  
                 
Net cash provided by (used in) financing activities
    114,200       (5,700 )
                 
Net decrease in cash and cash equivalents
    (4,089 )     (41,301 )
                 
Cash and cash equivalents at beginning of period
    5,874       42,681  
                 
Cash and cash equivalents at end of period
  $ 1,785     $ 1,380  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Interest paid
  $ -     $ -  
Income taxes paid
  $ -     $ -  
 
The accompanying notes are an integral part of these unaudited condensed financial statements
 
 
TEXAS JACK OIL & GAS CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2014

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:

General

The interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and six month periods ended December 31, 2014, are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto for the year ended June 30, 2014, included in the Company’s Form 10-K filed with the SEC on September 30, 2014.

Business and Basis of Presentation

Texas Jack Oil & Gas Corporation (the “Company”), was incorporated on March 7, 2013 under the laws of the State of Nevada. The Company is headquartered in California and was organized for the purpose of exploration of Oil and Gas.

As the Company is devoting substantially all of its efforts to establishing a new business, and planned principal operations have not yet commenced. To date, the Company, has not generated sales revenues, has incurred expenses and has sustained losses since inception and expects these conditions to continue for the foreseeable future. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.

The above factors raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.
 
The Company will account for Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.
 
Estimates

The preparation of unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 
TEXAS JACK OIL & GAS CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2014
 
Net Income (Loss) per Share

The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net earnings (losses) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consisted of shares issuable upon the exercise of the Company's outstanding warrants (calculated using the treasury stock method) for the three and six months ended December 31, 2014; there were no common stock equivalents for the three and six months ended December 31, 2014.

Reliance on Key Personnel and Consultants

The Company has no full-time employees and no part-time employees. There are approximately 2 consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
 
NOTE 2 – GOING CONCERN MATTERS
 
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during the six months ended December 31, 2014, the Company incurred net losses attributable to common stockholders of $174,390, has negative working capital (current liabilities minus current assets) of $194,119 as of December 31, 2014 and used $118,289 in cash for operating activities for the six months ended December 31, 2014. In addition, the Company has yet commercialized its planned business and has generated very little revenues since inception. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
 
The Company's existence is dependent upon management's ability to develop profitable operations. Additional capital will be needed to continue developing its products and services and there can be no assurance that the Company's efforts will be successful. There is no assurance that can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The accompanying unaudited condensed financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 
As of December 31, 2014 and June 30, 2014 accounts payable and accrued liabilities consisted of the following:
 
   
December 31,
   
June 30,
 
   
2014
   
2014
 
Accounts Payable
 
$
16,042
   
$
-
 
Accrued Expenses - Consulting
   
27,358
     
33,758
 
Accrued Interest
   
4,838
     
2,626
 
Accounts Payable and Accrued Liabilities
 
$
48,238
   
$
36,384
 
 
 
TEXAS JACK OIL & GAS CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2014

NOTE 4 – RELATED PARTY TRANSACTIONS
 
The Company’s officer and shareholder has borrowed $102,200, net of repayments of $5,720 since the Company’s inception in March 2013. These are interest free advances.  During the six months ended December 31, 2014 the Company reclassified $83,980 of this receivable as officer compensation. As of December 31, 2014 the Company has receivables in the amount of $12,466 due from the officer and shareholder.
 
In March 2013, the Company issued 15,000,000 of shares to the founder of the Company, for purchase of an interest in a mine property valued at $165,000, which was the original cost to the founder. The mine interest was assigned to the Company on May 1, 2013 through a partial assignment agreement. The Company also presently owns a 3% percent working lease interest in one well located in Jack County, Texas.
 
NOTE 5 – PROMISSORY NOTE - SHAREHOLDER
 
On April 15, 2013, the Company received $71,000 on issuance of 8% unsecured promissory note from a shareholder, which was originally due on April 15, 2014; in May 2014 this note was extended to October 1, 2015.  Total interest expense for the six months ended December 31, 2014 and 2013 on the above note was $2,833 and $2,833, respectively; and for the three months ended December 31, 2014 and 2013 was $1,432 and $1,432, respectively.  Total accrued interest as of December 31, 2014 and June 30, 2014 is $9,666 and $6,833, respectively.  The default rate of interest is 1.5% per month. On February 6, 2015 the lender agreed to convert the principal balance of the note into 710,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.
 
NOTE 6 – PROMISSORY NOTE
 
On June 7, 2013, the Company received $40,000 on issuance of 5% unsecured promissory note, which was originally due on November 30, 2013.  The maturity date was extended to June 1, 2014 and subsequently extended to December 31, 2014.  During the six months ended December 31, 2014 the company repaid $5,000 in principal on this note.  As of December 31, 2014 the balance on this note was $35,000.  During the six months ended December 31, 2014 and 2013, the Company recorded interest expense of $922 and $1,112, respectively; and during the three months ended December 31, 2014 and 2013, recorded interest expense of $441 and $504, respectively, on this note.  Total accrued interest as of December 31, 2014 and June 30, 2014 is $3,026 and $2,104, respectively.  The note was not repaid at maturity.  On February 6, 2015 the lender agreed to convert the principal balance of the note into 350,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.
 
On September 5, 2013, the Company received $5,000 on issuance of an 8% unsecured promissory note, which was originally due on September 5, 2014. The maturity date was extended to December 5, 2014.  Default rate of interest is 1.5% per month. During six months ended December 31, 2014 and 2013, the Company recorded interest expense of $202 and $101, respectively; and during the three months ended December 31, 2014 and 2013, recorded interest expense of $101 and $101, respectively, on this note.  Total accrued interest as of December 31, 2014 and June 30, 2014 is $502 and $300, respectively.  The note was not repaid at maturity.  On February 6, 2015 the lender agreed to convert the principal balance of the note into 50,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

On May 22, 2014, the Company received $25,000 on issuance of an 8% unsecured promissory note, which is due on May 22 2015.  Default rate of interest is 1.5% per month.  During six months ended December 31, 2014 and 2013, the Company recorded interest expense of $1,008 and $0, respectively; and during the three months ended December 31, 2014 and 2013, recorded interest expense of $504 and $0, respectively, on this note.  Total accrued interest as of December 31, 2014 and June 30, 2014 is $1,222 and $214, respectively.  On February 6, 2015 the lender agreed to convert the principal balance of the note into 250,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.
 
On June 12, 2014, the Company received $2,000 on issuance of an 8% unsecured promissory note, which is due on June 12, 2015.  Default rate of interest is 1.5% per month.  During the six months ended December 31, 2014 and 2013, the Company recorded interest expense of $80 and $0, respectively; and during the three months ended December 31, 2014 and 2013, recorded interest expense of $40 and $0, respectively, on this note.  Total accrued interest as of December 31, 2014 and June 30, 2014 is $88 and $8, respectively.  On February 6, 2015 the lender agreed to convert the principal balance of the note into 20,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.
 
 
TEXAS JACK OIL & GAS CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2014
 
NOTE 7 – STOCKHOLDERS EQUITY
 
Preferred stock
 
The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As December 31, 2014 and June 30, 2014, the Company has no shares of preferred stock issued and outstanding.
 
Common stock
 
The Company has authorized 60,000,000 shares of common stock, with a par value of $0.001 per share. As of December 31, 2014 and June 30, 2014, the Company had 24,592,000 and 23,400,000 shares of common stock issued and outstanding, respectively.
 
On January 15, 2014 the Company sold 400,000 shares of common stock for $400.

During the six months ended December 31, 2014, as part of a private placement, the Company received proceeds of $119,200 for the sale of 1,192,000 shares of common stock at a price of $0.10 per share.  
 
NOTE 8 – COMMITMENTS AND CONTINGENCIES
 
Leases Obligations
 
As of December 31, 2014, the Company does not lease space for offices or operations.

Consulting Agreement
 
In March 2013, the Company entered into one year investor relation service agreement which expires March 2014, for the annual flat rate of $55,000. The service agreement was renewed and expires March 1, 2015.  During the six months ended December 31, 2014 the Company recognized $27,500 in expense related to this agreement and has included $26,258 and $33,758 in accrued liabilities as of December 31, 2014 and June 30, 2014, respectively.

On July 1, 2014, the Company entered into one year investor relation service agreement which expires June 30. 2015, for the annual flat rate of $25,000.  During the six months ended December 31, 2014 the Company recognized $12,500 in expense related to this agreement and has included $1,100 and $0 in accrued liabilities as of December 31, 2014 and June 30, 2014, respectively.
 
NOTE 9 – SUBSEQUENT EVENTS

On February 6, 2015 the Company agreed to convert the principal outstanding balance of five promissory notes into shares of common stock at a rate of $0.10 per share.  As part of the conversion the note holders agreed to forgo any interest payments due.  The Company issued 1,380,000 shares of common stock for the extinguishment of notes payable in the amount of $138,000.


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations Texas Jack Oil & Gas Corporation is referred to hereinafter as “we”, “our”, or “us”.

Overview

We have limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern as filed in our June 30, 2014 10-K filed on September 30, 2014. We currently own a 3% working interest in one well the Bright 1H, which was drilled in late summer of 2012 and was completed and placed into production in October 2012. The well has been drilled with lateral lines that are approximately 2,000 feet in length. There are a total of three producing wells on this property however Texas Jack only has an interest in one well the Bright 1H.
 
The Company is reviewing its next project where Texas Jack would purchase a 3% working interest in a lease operated by 3-Ten located in Jack County Texas. At this time Texas Jack has not purchased the working interest or entered into any contracts with operator.
 
Our focus for the current fiscal year will be on further locating and developing new working interests, while continuing to pursue acquisition of new leases and/or existing oil and gas wells which have potential for production, if revenues warrant.    

Uncertainties and Trends
 
Our revenues are dependent in the future, upon the following factors:

 
·
price volatility in worldwide oil prices, which is affected by: (a) interest rates; (b)currency exchange rates (c) inflation or deflation; (d) speculation and (e) production levels;
 
·
global and regional supply and demand for oil;
 
·
political and economic conditions;
 
·
changes in the regulatory environment, which may lead to increased costs of doing business;
 
·
our ability to raise adequate working capital;
 
·
success of our development and exploration;
 
·
level of our competition;
 
·
our ability to attract and maintain key management and employees; and
 
·
our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.

The following discussion and analysis should be read in conjunction with our Financial Statements and notes thereto.
 
Results of Operations for the Three Months Ended December 31, 2014 as Compared to the Three Months Ended December 31, 2013

The following sets forth certain information regarding our results of operations for the three months ended December 31, 2014 and 2013:
 
Three Months Ended December 31
 
2014
   
2013
 
Revenue
 
$
-
   
$
2,122
 
Selling, general and administrative expenses
   
(46,862
) 
   
(3,178
)
Net operating loss
   
(46,862
) 
   
(1,056
) 
Other income (expense)
   
(2,518
) 
   
(2,037
)
Net loss
   
(49,380
)
   
(3,093
)
Net loss per share - basic and diluted
   
(0.00
) 
   
(0.00
)
Weighted average shares - basic and diluted
   
24,408,739
     
23,000,000
 
 
Our operations have resulted in significant losses and negative cash flow as we have invested in our property lease interests.
 
Revenue

For the three months ended December 31, 2014 our revenue was $0 as compared to $2,122 for the three months ended December 31, 2013.  The decrease in revenue is due to the well in Jack County, TX changing operators.  The Company is waiting for the new operator to take over.
 
 
Selling, general and administrative expenses

For the three months ended December 31, 2014 our selling, general and administrative costs were $46,862 as compared to $3,178 for the three months ended December 31, 2013.  The increase in selling, general and administrative expenses was primarily due to an increase in professional fees, officer compensation and travel related expenses.
 
Other expense

For the three months ended December 31, 2014 our other expenses were $2,518 as compared to $2,037 for the three months ended December 31, 2013.  The increase in our other expenses was due to an increase in interest expense attributable to an increase on borrowed debt.

Net loss

For the three months ended December 31, 2014 our net loss was $49,380 as compared to $3,093 for the three months ended December 31, 2013.

Results of Operations for the Six Months Ended December 31, 2014 as Compared to the Six Months Ended December 31, 2013

The following sets forth certain information regarding our results of operations for the six months ended December 31, 2014 and 2013:
 
Six Months Ended December 31
 
2014
   
2013
 
Revenue
 
$
-
   
$
3,697
 
Selling, general and administrative expenses
   
(169,345
) 
   
(34,298
)
Net operating loss
   
(169,345
) 
   
(30,601
) 
Other income (expense)
   
(5,045
) 
   
(4,046
)
Net loss
   
(174,390
)
   
(34,647
)
Net loss per share - basic and diluted
   
(0.01
) 
   
(0.00
)
Weighted average shares - basic and diluted
   
24,152,087
     
23,000,000
 
 
Our operations have resulted in significant losses and negative cash flow as we have invested in our property lease interests.
 
Revenue

For the six months ended December 31, 2014 our revenue was $0 as compared to $3,697 for the six months ended December 31, 2013.  The decrease in revenue is due to the well in Jack County, TX changing operators.  The Company is waiting for the new operator to take over.
 
Selling, general and administrative expenses

For the six months ended December 31, 2014 our selling, general and administrative costs were $169,345 as compared to $34,298 for the six months ended December 31, 2013.  The increase in selling, general and administrative expenses was primarily due to an increase in professional fees, officer compensation and travel related expenses.

Other expense

For the six months ended December 31, 2014 our other expenses were $5,045 as compared to $4,046 for the six months ended December 31, 2013.  The increase in our other expenses was due to an increase in interest expense attributable to an increase on borrowed debt.

Net loss

For the six months ended December 31, 2014 our net loss was $174,390 as compared to $34,647 for the six months ended December 31, 2013.
 

Since inception we have generated $4,083 in revenues, therefore our general, administrative and other costs have exceeded the resources we have generated through operations. As described above in “Liquidity and Capital Resources,” we have been dependent on debt/equity financing, to meet our working capital obligations and to finance our continuing operating losses. Our current lack of production further complicates our ability to raise cash from these sources. There can be no assurance that we will be able to continue to finance our operating losses in such a manner. We have, however, been able to raise additional funds in the past and we believe that we will be able to do so in the future.

Liquidity and Capital Resources
 
Continuing working capital deficit
 
Our working capital deficit has limited our ability to expand our operations and pursue our business plan. The following table sets forth our continuing working capital (deficit) at December 31, 2014 and June 30, 2014:
 
   
December 31, 2014
   
June 30, 2014
 
Current Assets
 
$
1,785
   
$
5,874
 
Current Liabilities
   
195,904
     
115,217
 
                 
Working Capital (Deficit)
 
$
(194,119
)
 
$
(109,343
) 

Our cash decreased by $4,089 from $5,874 as of June 30, 2014 to $1,785 at December 31, 2014.
 
Our working capital deficit decreased by $84,776 to a $194,119 as of December 31, 2014, from $109,343 at June 30, 2014.  Accounts payable and accrued expenses increased from $36,384 as of June 30, 2014 to $48,238 as of December 31, 2014.
 
Our notes payable decreased by $5,000 to $67,000 as of December 31, 2014, from $72,000 at June 30, 2014.

During the six months ended December 31, 2014, cash used in operating activities totaled $118,289.  Cash provided by financing activities during the six months ended December 31, 2014 was $114,200 and is attributable to $119,200 received in proceeds from the issuance of common stock in a private placement, offset against $5,000 in payments on notes payable.
We continue to focus on conserving cash, setting priorities for our most important obligations and seeking other means to pay or defer any obligations as necessary.
 
In July 2014, the Company began offering for sales shares of its $0.001 par value common stock at a price of $0.10 per share.  The maximum amount of this offering is $500,000.  The Company intends to use the proceeds of this financing for the lease of additional oil and gas properties, the acquisition of additional working interests, general and administrative expenses, legal and accounting costs, and working capital.
 
Property and equipment

We do not have any property and equipment as of December 31, 2014 and June 30, 2014.

Capital commitments

We do not have any long term debt, capital lease obligations, operating or purchase obligations at December 31, 2014.

Equity

Stockholders’ equity decreased to a deficit of $16,653 as of December 31, 2014, from $38,537 as of June 30, 2014. The primary reason for the decrease is from our net loss which was offset from the issuance of common stock through the Company’s private placement offering.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or commitments that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the unaudited Financial Statements and related notes.
 

Critical Accounting Policies

The preparation of unaudited condensed financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Going Concern

During the six months ended December 31, 2014, we generated no revenue and we had an accumulated deficit of $309,253. We will need significant financing to implement our business plan. Our unaudited condensed financial statements have been prepared assuming that we will continue as a going concern.
 
The accompanying unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from our possible inability to continue as a going concern.
 
Item 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended December 31, 2014 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2014.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
 
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
Internal Controls over Financial Reporting

During the quarter ended December 31, 2014, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
 
 
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 2.  Recent Sales of Unregistered Securities and Use of Proceeds
 
None.

Item 3.  Defaults on Senior Securities
 
None.

Item 4.  Mine Safety Disclosures
 
Not applicable.

Item 5.  Other Information
 
None.
 
Item 6.  Exhibits

The following exhibits, required by Item 601 of Regulation S-K, are being filed as part of this quarterly report, or are incorporated by reference where indicated:
 
Exhibit No.
 
Description
     
Exhibit 31.1
 
Exhibit 31.2
 
Exhibit 32.1
 
Exhibit 32.2
 
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Schema Document
101.CAL
 
XBRL Calculation Linkbase
101.DEF
 
XBRL Definition Linkbase Document
101.LAB
 
XBRL Label Linkbase Document
101.PRE
 
XBRL Presentation Linkbase Document
 
 
SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, in the capacities and the dates indicated, thereunto duly authorized.

 
TEXAS JACK OIL & GAS CORPORATION
 
     
Date: February 23, 2015
By:
/s/ Robert Schwarz
 
 
Name: Robert Schwarz,
Chief Executive Officer, President, Chief Financial Officer, and Secretary
(Principal Executive Officer and Principal Financial/Accounting Officer)
 
 
 
 
 
13
 
Exhibit 31.1
 
Section 302 Certification

CERTIFICATION
 
I, Robert Schwarz, certify that:
  
 
1.
I have reviewed this Quarterly Report on Form 10-Q for the six months ended December 31, 2014 of Texas Jack Oil & Gas Corporation;
     
 
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(s) and I are 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 annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
 
5.
The registrant’s other certifying officer(s) and 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 functions):
     
 
(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.
 
Date: February 23, 2015
  By: 
  /s/ Robert Schwarz
 
 
Robert Schwarz, Chief Executive Officer and President
(Principal Executive Officer)
 
 
 
 
 
 
Exhibit 31.2
 
Section 302 Certification

CERTIFICATION
 
I, Robert Schwarz, certify that:
  
 
1.
I have reviewed this Quarterly Report on Form 10-Q for the six months ended December 31, 2014 of Texas Jack Oil & Gas Corporation;
     
 
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(s) and I are 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 annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
 
5.
The registrant’s other certifying officer(s) and 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 functions):
     
 
(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.
 
Date: February 23, 2015
  By: 
  /s/ Robert Schwarz
 
 
Robert Schwarz, Chief Executive Officer
(Principal Financial/Accounting Officer)
 
 


 
 
Exhibit 32.1
 
Section 906 Certification
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Texas Jack Oil & Gas Corporation (the “Company”) on Form 10-Q for the six months ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Schwarz,  Director/Principal Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
Date: February 23, 2015
 
By: /s/ Robert Schwarz
 
 
Robert Schwarz, Chief Executive Officer and President
(Principal Executive Officer)
 
This certification accompanies this Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Report), irrespective of any general incorporation language contained in such filing.
   
 
 
 
 
Exhibit 32.2
 
Section 906 Certification
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Texas Jack Oil & Gas Corporation (the “Company”) on Form 10-Q for the six months ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Schwarz,  Director/Principal Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
Date: February 23, 2015
 
By: /s/ Robert Schwarz
 
 
Robert Schwarz, Chief Financial Officer
Principal Financial/Accounting Officer
 
This certification accompanies this Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Report), irrespective of any general incorporation language contained in such filing.