10-Q 1 g3463.txt QTRLY REPORT FOR THE QTR ENDED 7-31-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-156077 OREON RENTAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 7350 98-0599151 (State or other jurisdiction (Primary Standard Industrial (IRS Employer of organization) Classification Code) Identification #) 1 Staryi Rynok Street, Suite # 41 Ternopil, Ukraine, 282001 Tel.011380506081534 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Business Filings Incorporated 6100 Neil Road, Suite 500 Reno, Nevada 89511 (608) 827-5300 (Name, address, including zip code, and telephone number, including area code, of agent for service) 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 last 90 days. YES [X] 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," "non-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 [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,510,000 as of September 14, 2009 FINANCIAL STATEMENTS Oreon Rental Corporation July 31, 2009 Index ----- Balance Sheets (Unaudited)................................................ 3 Statements of Operations (Unaudited)...................................... 4 Statements of Cash Flows (Unaudited)...................................... 5 Statement of Changes in Stockholders' Equity (Deficit) (Unaudited)........ 6 Notes to the Financial Statements......................................... 7 2 Oreon Rental Corporation (A Development Stage Company) Balance Sheets As of July 31, 2009 and October 31, 2008 (Unaudited)
July 31, October 31, 2009 2008 -------- -------- ASSETS Current Assets Cash $ 11,890 $ 100 -------- -------- Total Assets $ 11,890 $ 100 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 476 $ -- Due to related parties 719 719 -------- -------- 1,195 719 Stockholders' Equity (Deficit) Common stock, 75,000,000 shares authorized, $.00001 par value, 2,510,000 and 2,000,000 shares issued and outstanding, respectively 25 20 Additional paid-in capital 30,477 482 Deficit accumulated during the development stage (19,807) (1,121) -------- -------- Total Stockholders' Equity (Deficit) 10,695 (619) -------- -------- Total Liabilities and Stockholders' Equity (Deficit) $ 11,890 $ 100 ======== ========
See the accompanying summary of accounting policies and notes to the financial statements 3 Oreon Rental Corporation (A Development Stage Company) Statements of Operations For the Three Months and Nine Months Ended July 31, 2009 and from October 27, 2008 (Inception) Through July 31, 2009 (Unaudited)
For the For the October 27, 2008 three months nine months (inception) ended ended through July 31, July 31, July 31, 2009 2009 2009 ---------- ---------- ---------- Operating Expenses Consulting services $ -- $ 7,726 $ 7,976 General and administrative 149 4,835 4,867 Rent 750 2,250 2,500 Legal and accounting 3,750 3,875 4,464 ---------- ---------- ---------- Total Expenses 4,649 18,686 19,807 ---------- ---------- ---------- Net Loss $ (4,649) $ (18,686) $ (19,807) ========== ========== ========== Net Loss Per Common Share - Basic and Diluted $ (0.00) $ (0.01) ========== ========== Weighted Average Number of Common Shares Outstanding 2,510,000 2,407,538 ========== ==========
See the accompanying summary of accounting policies and notes to the financial statements 4 Oreon Rental Corporation (A Development Stage Company) Statements of Cash Flows For the Nine Months Ended July 31, 2009 and from October 27, 2008 (Inception) Through July 31, 2009 (Unaudited) For the October 27, 2008 nine months (inception) ended through July 31, July 31, 2009 2009 -------- -------- Operating Activities Net loss $(18,686) $(19,807) Adjustments to reconcile net loss to net cash used in operating activities: Donated consulting services and expenses 4,500 5,000 Imputed interest on shareholder advance -- 2 Changes in operating assets and liabilities Increase in accounts payable 476 476 -------- -------- Net Cash Used in Operating Activities (13,710) (14,329) -------- -------- Financing Activities Increase in due to directors -- 719 Proceeds from the sale of common stock 25,500 25,500 -------- -------- Net Cash Provided by Financing Activities 25,500 26,219 -------- -------- Increase in Cash 11,790 11,890 Cash - Beginning of Period 100 -- -------- -------- Cash - End of Period $ 11,890 $ 11,890 ======== ======== Supplemental Disclosures: Interest paid -- -- Income taxes paid -- -- ======== ======== See the accompanying summary of accounting policies and notes to the financial statements 5 Oreon Rental Corporation (A Development Stage Company) Statement of Changes in Stockholders' Equity (Deficit) For the Period From October 27, 2008 (Inception) Through July 31, 2009 (Unaudited)
Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Total ------ ------ ------- ------- ----- Balances at October 27, 2008 -- $ -- $ -- $ -- $ -- Issuance of founder's shares 2,000,000 20 (20) -- -- Imputed interest on shareholder advance -- -- 2 -- 2 Donated services -- -- 500 -- 500 Net loss -- -- -- (1,121) (1,121) --------- ------ ------- -------- -------- Balances at October 31, 2008 2,000,000 $ 20 $ 482 $ (1,121) $ (621) --------- ------ ------- -------- -------- Shares issued for cash 510,000 5 25,495 -- 25,500 Donated services -- -- 4,500 -- 4,500 Net loss -- -- -- (18,686) (18,686) --------- ------ ------- -------- -------- Balances at July 31, 2009 2,510,000 $ 25 $30,477 $(19,807) $ 10,695 ========= ====== ======= ======== ========
See the accompanying summary of accounting policies and notes to the financial statements 6 Oreon Rental Corporation Notes to the Financial Statements (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Oreon Rental Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Oreon's audited 2008 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Oreon's 2008 annual financial statements have been omitted. NOTE 2 - GOING CONCERN These financial statements have been prepared on a going concern basis, which implies Oreon Rental Corporation will continue to meet its obligations and continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Oreon Rental Corporation be unable to continue as a going concern. As of July 31, 2009 Oreon Rental Corporation has not generated revenues and has accumulated losses of $19,807 since inception. The continuation of Oreon Rental Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of Oreon Rental Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Oreon Rental Corporation' ability to continue as a going concern. NOTE 3 - RELATED PARTY TRANSACTIONS During the nine months ended July 31, 2009 the Company recognized a total of $4,500 due to directors for rent at $250 per month and at $250 per month for consulting services provided by the President and Director of the Company. These transactions are recorded as a contribution to additional paid in capital. NOTE 4 - COMMON STOCK On January 2, 2009, the Oreon Rental Corporation issued 510,000 common shares at $0.05 per share, for proceeds of $25,500. 7 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 AUDITED CONSOLIDATED 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. REFER ALSO TO "CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS" AND "RISK FACTORS" BELOW. The following discussion and analysis provides information which management of Oreon Rental Corporation (the "Company") believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report. CAUTION ABOUT FORWARD-LOOKING STATEMENTS This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended July 31, 2009. Because of the nature of a relatively new and growing company the reported results will not necessarily reflect the future. This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. PLAN OF OPERATION We are a start-up corporation and have not yet generated or realized any revenues from our business operations. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin our operations. In January 2009 we raised $25,500 in our public offering of common stock. It should last 12 months. 8 Oreon Rental Corp. completed its marketing research on June 1, 2009. It shows unfavorable economic conditions for our business in Ternopil, Ukraine. Most rental businesses in Ukraine are suffering losses and our management decided not to proceed with original plan of operations at this time. Our management will be considering other business options and proposals that would be more valuable for our company and our investors. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not yet generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns. In addition to this offering, we are seeking equity financing in order to obtain the capital required to implement our business plan. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders. RESULTS OF OPERATIONS FROM INCEPTION ON OCTOBER 16, 2008 TO JULY 31, 2009 During this period we incorporated the company, hired an attorney and an auditor for the preparation of this registration statement. We also prepared an internal business plan. Our loss since inception is $19,807 of which $4,464 is for legal and accounting fees, $2,500 is for rent, $7,976 is for consulting services, and $4,867 is for filing fees and general office expenses. Since inception, we have issued 2,000,000 shares of common stock to our sole officer and director. During the quarter ended January 31, 2009, the company sold 510,000 shares of common stock at a price of $0.05 per share for cash proceeds of $25,500. LIQUIDITY AND CAPITAL RESOURCES Money that we raised in our public offering will be applied to the items set forth in the Use of Proceeds section of our prospectus. If we are unable to successfully attract customers to utilize our electronics rental services, we may use up the proceeds from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to continue our operations. At present, we have not made any arrangements to raise additional capital, other than through this offering. Since inception, we have issued 2,510,000 shares of our common stock and received $25,500. 9 We issued 2,000,000 shares of common stock to our sole officer and director pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993. The purchase price of the shares was $20. This was accounted for as an acquisition of shares. Ms. Protskiv covered our initial expenses of $1,369 for incorporation, accounting and legal fees. The amount owed to Ms. Protskiv is non-interest bearing, unsecured and due on demand. Further the agreement with Ms. Protskiv is oral and there is no written document evidencing the agreement. Since inception, the company sold 510,000 shares of common stock at a price of $0.05 per share for cash proceeds of $25,500. As of July 31, 2009, our total assets were $11,890 and our total liabilities were $1,195. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or 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. Due to 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, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented. 10 CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended January 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1A. RISK FACTORS We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On December 22, 2008, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective, file number 333-156077, permitting us to offer up to 2,000,000 shares of common stock at $0.05 per share. There is no underwriter involved in our public offering. On January 2, 2009 we completed our public offering and raised $25,500 by selling 510,000 shares of common stock. Since then we have used the proceeds as follows: Consulting services $ 4,381 Legal and accounting 4,464 General & Administrative 4,865 Bank balance as of October 31, 2008 11,890 ------- TOTAL: $25,600 ======= ITEM 6. EXHIBITS The following documents are included herein: Exhibit No. Document Description ----------- -------------------- 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of September, 2009. Oreon Rental Corp. (Registrant) BY: /s/ Dzvenyslava Protskiv -------------------------------------------------- Dzvenyslava Protskiv President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and sole member of the Board of Directors. 12 EXHIBIT INDEX Exhibit No. Document Description ----------- -------------------- 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.