UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
(Mark
One)
|
þ
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Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934.
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For
the quarterly period ended November 30, 2006.
or
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o
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934.
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For
the transition period from ______to______.
Commission
file number 333-130858
BYWATER
RESOURCES INC.
(Exact
name of registrant as specified in its charter)
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Delaware
|
|
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
|
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incorporation
or organization)
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300
Park Avenue, Suite 1700, New York, NY
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
572-6395
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) has filed all reports required to be filed by Section
13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ
No o
Indicate
by check mark whether the registrant is a shell company as defined in Rule
12b-2
of the Exchange Act.
Yes þ
No o
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of January 12, 2007: 16,000,000 shares of common stock.
BYWATER
RESOURCES INC.
FINANCIAL
STATEMENTS
INDEX
PART
I-- FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition
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Item
3.
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Control
and Procedures
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PART
II-- OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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Item
2.
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Changes
in Securities
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|
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Item
3.
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Defaults
Upon Senior Securities
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|
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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Item
5.
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Other
Information
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Item
6.
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Exhibits
and Reports on Form 8-K
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SIGNATURE
Item
1. Financial Information
BASIS
OF
PRESENTATION
The
accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information
and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation
S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the six
months ended November 30, 2006 are not necessarily indicative of results that
may be expected for the year ending May 31, 2007. The financial statements
are
presented on the accrual basis.
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
FINANCIAL
STATEMENTS
AS
OF NOVEMBER 30, 2006
(UNAUDITED)
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
CONTENTS
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PAGE
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1
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CONDENSED
BALANCE SHEET AS OF NOVEMBER 30, 2006 (UNAUDITED)
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PAGE
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2
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CONDENSED
STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER
30,
2006 AND FOR THE PERIOD FROM JANUARY 11, 2006 (INCEPTION) TO
NOVEMBER 30, 2006 (UNAUDITED)
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|
PAGES
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3
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CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JANUARY 11, 2006
(INCEPTION) TO NOVEMBER 30, 2006 (UNAUDITED)
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PAGE
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4
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CONDENSED
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30,
2006 AND
FOR THE PERIOD FROM JANUARY 11, 2006 (INCEPTION) TO NOVEMBER 30,
2006
(UNAUDITED)
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PAGES
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5
-
9
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NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
BALANCE SHEET
AS
OF NOVEMBER 30, 2006
(UNAUDITED)
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ASSETS
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||||||||||
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CURRENT
ASSETS
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||||||||||
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Cash
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$
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27,433
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||||||||
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TOTAL
ASSETS
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$
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27,433
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||||||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||||
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CURRENT
LIABILITIES
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||||||||||
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Accrued
expenses
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$
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3,075
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||||||||
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TOTAL
LIABILITIES
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3,075
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|||||||||
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STOCKHOLDERS’
EQUITY
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||||||||||
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Preferred
stock, $0.0001 par value, 50,000,000 shares authorized, none issued
and outstanding
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-
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|||||||||
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Common
stock, $0.0001 par value, 100,000,000 shares authorized, 16,000,000
shares
issued and outstanding
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1,600
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|||||||||
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Additional
paid in capital
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79,600
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|||||||||
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Accumulated
deficit during exploration stage
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(56,842
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)
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||||||||
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Total
Stockholders’ Equity
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24,358
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|||||||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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27,433
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||||||||
See
accompanying notes to condensed financial statements.
F-1
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
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For
the Three Months Ended November 30, 2006
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For
the Six Months Ended November 30, 2006
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For
the Period From
January
11, 2006 (Inception) to November 30, 2006
|
||||||||
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REVENUE
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$
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-
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$
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-
|
$
|
-
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||||
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OPERATING
EXPENSES
|
||||||||||
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General
and administrative
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2,903
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10,636
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16,842
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|||||||
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Exploration
costs
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-
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-
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40,000
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|||||||
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Total
Operating Expenses
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2,903
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10,636
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56,842
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|||||||
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LOSS
FROM OPERATIONS
|
(2,903
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)
|
(10,636
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)
|
(56,842
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)
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||||
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Provision
for Income Taxes
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-
|
-
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-
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|||||||
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NET
LOSS
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$
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(2,903
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)
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$
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(10,636
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)
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$
|
(56,842
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)
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|
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Net
loss per share - basic and diluted
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$
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-
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$
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-
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$
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(0.004
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)
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|||
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Weighted
average number of shares outstanding during the period -
basic and diluted
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16,000,000
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16,000,000
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15,465,944
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|||||||
See
accompanying notes to condensed financial statements.
F-2
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR
THE PERIOD FROM JANUARY 11, 2006 (INCEPTION) TO NOVEMBER 30,
2006
(UNAUDITED)
|
Preferred
Stock
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Common
Stock
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Additional
Paid-In
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Accumulated
Deficit During Exploration
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|||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Capital
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Stage
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Total
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||||||||||||||||
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Common stock issued as compensation upon Company inception on
January 11, 2006 ($0.0001 per share)
|
-
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$
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-
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12,000,000
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$
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1,200
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$
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-
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$
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-
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$
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1,200
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||||||||||
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Common stock issued for cash on February 16, 2006 on private placement
($0.02 per share)
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-
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-
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2,100,000
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210
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41,790
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-
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42,000
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|||||||||||||||
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Common stock issued for cash on March 3, 2006 on private placement
($0.02 per share)
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-
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-
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1,900,000
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190
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37,810
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-
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38,000
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|||||||||||||||
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Net loss
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-
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-
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-
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-
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-
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(46,206
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)
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(46,206
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)
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|||||||||||||
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Balance, May 31, 2006
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-
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-
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16,000,000
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1,600
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79,600
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(46,206
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)
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34,994
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||||||||||||||
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Net loss
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-
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-
|
-
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-
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-
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(10,636
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)
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(10,636
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)
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|||||||||||||
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BALANCE, NOVEMBER 30, 2006
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-
|
$
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-
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16,000,000
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$
|
1,600
|
$
|
79,600
|
$
|
(56,842
|
)
|
$
|
24,358
|
|||||||||
See
accompanying notes to condensed financial statements.
F-3
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED STATEMENTS
OF CASH FLOWS
(UNAUDITED)
|
For
the Six Months Ended November 30, 2006
|
For
the Period From
January
11, 2006 (Inception) to November 30, 2006
|
||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
|
Net
loss
|
$
|
(10,636
|
)
|
$
|
(56,842
|
)
|
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
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Compensation
in the form of stock
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-
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1,200
|
|||||
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Changes
in operating assets and liabilities:
|
|||||||
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Increase
(decrease) in accrued expenses
|
(1,875
|
)
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3,075
|
||||
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Net
Cash Used In Operating Activities
|
(12,511
|
)
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(52,567
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)
|
|||
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CASH
FLOWS FROM INVESTING ACTIVITIES
|
-
|
-
|
|||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
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Proceeds
from issuance of common stock
|
-
|
80,000
|
|||||
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Net
Cash Provided By Financing Activities
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-
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80,000
|
|||||
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NET
INCREASE (DECREASE) IN CASH
|
(12,511
|
)
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27,433
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||||
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CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
39,944
|
-
|
|||||
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CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
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27,433
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$
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27,433
|
|||
See
accompanying notes to condensed financial statements.
F-4
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF NOVEMBER 30, 2006
(UNAUDITED)
|
NOTE
1
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SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
|
(A)
Basis of Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position
and
results if operations.
It
is
management’s opinion however, that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are
not
necessarily indicative of the results to be expected for the year.
(B)
Organization
Bywater
Resources Inc. (an exploration stage company) (the “Company”) was incorporated
on January 11, 2006 in the State of Delaware. The Company is an exploration
stage mining company. On February 6, 2006, the Company became actively engaged
in acquiring mineral properties, raising capital, and preparing properties
for
production. The Company did not have any significant mining operations or
activities from inception, and accordingly is deemed to be an exploration
stage
company.
The
fiscal year-end of the Company is May 31.
(C)
Revenue and Cost Recognition
The
Company uses the accrual basis of accounting for financial statement reporting.
Revenues and expenses are recognized in accordance with Generally Accepted
Accounting Principles for the industry. Certain period expenses are recorded
when obligations are incurred.
(D)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that
affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues
and
expenses during the reported period. Actual results could differ from those
estimates.
F-5
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF NOVEMBER 30, 2006
(UNAUDITED)
(E)
Non-Mining Property and Equipment
Property
and equipment purchased by the Company are recorded at cost. Depreciation
is
computed by the straight-line method based upon the estimated useful
lives of
the respective assets. Expenditures for repairs and maintenance are charged
to
expense as incurred as are any items purchased which are below the Company's
capitalization threshold of $1,000.
For
assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from accounts, and any related gain or loss
is
reflected in income for the period.
(F)
Income Taxes
The
Company accounts for income taxes using the liability method, which requires
recognition of deferred tax liabilities and assets for the expected future
tax
consequences of events that have been included in the financial statements
or
tax returns. Deferred tax assets and liabilities are determined based
on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
The
Company's management determines if a valuation allowance is necessary
to reduce
any tax benefits when the available benefits are more likely than not
to expire
before they can be used.
(G)
Stock Based Compensation
In
October 1995, the Financial Accounting Standards Board issued Statement
of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 was revised by SFAS 123 (R) which the Company
has
adopted to account for stock based compensation.
(H)
Cash and Cash Equivalents and Credit Risk
For
purposes of reporting cash flows, the Company considers all cash accounts
with
maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.
The
portion of deposits in a financial institution that insures its deposits
with
the FDIC up to $100,000 per depositor in excess of such insured amounts
are not
subject to insurance and represent a credit risk to the
Company.
F-6
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF NOVEMBER 30, 2006
(UNAUDITED)
(I)
Foreign Currency Translation and Transactions
The
Company's functional currency is the US dollar. No material translations
or
transactions have occurred. Upon the occurrence of such material transactions
or
the need for translation adjustments, the Company will adopt Financial
Accounting Standard No. 52 and other methods in conformity with Generally
Accepted Accounting Principles.
(J)
Earnings Per Share
Basic
and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No.
128,
“Earnings Per Share.” As of November 30, 2006, there were no dilutive securities
outstanding.
NOTE
2 GOING
CONCERN
The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern. As discussed in the notes to the financial
statements, the Company has experienced losses from inception. The Company’s
financial position and operating results raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
The
Company lacks an operating history and has losses which we expect to continue
into the future.
The
Company was incorporated in January 2006 and has not started the proposed
business operations or realized any revenues. The Company has no operating
history upon which an evaluation of our future success or failure can be
made.
The ability to achieve and maintain profitability and positive cash flow
is
dependent upon the Company’s ability to locate a profitable mineral property,
generate revenues and raise the capital necessary to continue exploration
of the
property.
Based
upon current plans, the Company expects to incur operating losses in future
periods. This will happen because there are expenses associated with the
research and exploration of mineral properties. The Company cannot guarantee
that it will be successful in generating revenues in the future. Failure
to
generate revenues may cause the Company to go out of business.
The
Company intends to generate additional capital from the public markets to
increase its ability to locate profitable mineral property and generate
revenues. The Company may also consider public or private debt transactions
and/or private placement, but has no such actions in place at this
time.
F-7
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF NOVEMBER 30, 2006
(UNAUDITED)
|
NOTE
3
|
AFFILIATES
AND RELATED PARTIES
|
Significant
relationships with (1) companies affiliated through common ownership and/or
management, and (2) other related parties are as follows:
The
Company has compensated officers of the Company with compensation in the
form of
stock as described in the equity footnote.
|
NOTE
4
|
STOCKHOLDERS’
EQUITY
|
(A)
Preferred Stock
The
Company has authorized fifty million (50,000,000) shares of preferred stock
with
a par value of $.0001, none of which have been issued.
(B)
Common Stock
The
Company has authorized one hundred million (100,000,000) shares of common
stock
with a par value of $.0001. The Company has 16,000,000 shares of common stock
issued and outstanding.
On
January 11, 2006 the Company issued 12,000,000 shares of common stock to
the
Company President, Rolf Harms, as compensation for the formation of the
corporation and services rendered for a value of $1,200 or $0.0001 per
share.
On
February 16, 2006 the Company issued 2,100,000 shares of common stock at
a price
of $.02 per share in an offering exempt from registration at Section 4(2)
of the
Securities Act of 1933 for a total value of $42,000.
On
March
3, 2006 the Company issued 1,900,000 shares of common stock at a price of
$.02
per share in an offering exempt from registration at Section 4(2) of the
Securities Act of 1933 for a total value of $38,000.
F-8
BYWATER
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF NOVEMBER 30, 2006
(UNAUDITED)
NOTE
5 COMMITMENTS
AND CONTINGENCIES
The
Company entered into an agreement on February 6, 2006 with Ms. Gillian Wells
(“Wells”) to purchase a 100% interest in the CARTER 1 claim located
approximately 8 kilometers west of the Town of Port Alice, British Columbia
for
a total of $40,000. In addition, the Company gave Wells a 2½% Net Smelter
Royalty and received an option to repurchase 1½% of the Net Smelter Royalty for
$1.0 million within 12 months from commencement of commercial production.
Advance minimum annual royalties of $25,000 are payable commencing 48 months
from February 28, 2006. If the Company defaults on the royalty payments,
the
agreement calls for the Company to return its 100% interest in the claim
to
Wells and forfeits all future claims and royalty rights to the
claim.
Management
is not aware of any contingent matters that could have a material adverse
effect
on the Company’s financial condition, results of operations, or
liquidity.
NOTE
6 LITIGATION,
CLAIMS AND ASSESSMENTS
From
time
to time in the normal course of business the Company may be involved in
litigation. The Company’s management has determined any asserted or unasserted
claims to be immaterial to the financial statements.
F-9
Item
2. Management’s Discussion and Analysis or Plan of
Operation
GENERAL
Organization
We
were
organized as a Delaware Corporation on January 11, 2006 for the purpose of
locating and developing copper-gold exploration properties in British
Columbia.
Overview
Pursuant
to our business plan we searched for available copper-gold mineral exploration
properties in Vancouver Island British Columbia. In February 2006, we entered
into an option agreement with Gillian Wells to acquire a 100% interest in the
CARTER 1 claim. Our mineral claim is located 8 kilometres west of Port Alice,
British Columbia on Vancouver Island. The property has been acquired from Wells
by paying her a purchase payment of $40,000.
Upon
commercial production, the property will be subject to a 2½% Net Smelter Return
(“NSR”) of which 1 1/2% can be purchased for $1,000,000. However,
if we are unable to delineate commercial quantities of copper-gold on the CARTER
1 claim we may have to cease operations on the CARTER 1 claim. We would seek
out
other properties with mineral potential to carry out exploration programs to
replace the CARTER 1 claim.
Our
ability to execute our growth strategy depends in part on our ability to
identify and acquire desirable acquisition candidates consisting of suitable
exploration properties. Initially we will seek exploration properties held
by
individuals or small private corporations. We need to diversify our property
holdings to improve the likelihood that we secure a property that can be
developed into a mine. There can be no assurance that we will finalize and
close
any transactions or be able to identify suitable acquisition candidates or,
to
negotiate their acquisition at prices or on terms and conditions favorable
to
us.
Property
Payments
Pursuant
to our agreement, we are required to pay Ms. Wells a single payment and
then annual Advance Royalties of $25,000 commencing February 6, 2010 to keep
our
agreement in good standing. We paid $40,000 in February 2006 and we are in
good
standing until the commencement of the advance royalties on or before February
6, 2010.
Exploration
stage expenses from inception through November 30, 2006 were $40,000 for general
exploration costs related to the mineral rights of the exploration property
and
$16,842 of general and administrative costs for a total expense of $56,842
as
captioned in the financial statement’s statement of operations. Fees were
incurred in the start-up costs of our company as well as the fees to prepare
our
audited financial statements and this registration statement. These fees were
included in the general and administrative expense as discussed in this
paragraph.
Our
plan
of operations for the next twelve months is to continue exploration activities
on the property. We are planning to spend $8,000 on further exploration on
the
property. If we are successful in raising sufficient capital we hope to carry
out most or all of the work described under Further Exploration in the CARTER
1
claim section of this prospectus in the next twelve months. We are current
in
all of our obligations.
The
following is a 12 month budget:
|
|
|
8,000
|
|
|
|
General
and administrative
|
|
|
17,400
|
|
|
Total
|
|
$
|
25,400
|
|
At
present, we have sufficient cash on hand to complete the filing of this
prospectus and meeting our exploration, general and administration expenses
and
we must raise more capital by the summer of 2007 to carry out further
exploration programs to maintain our interest in the CARTER 1 claim. If we
are
unable to raise sufficient capital to meet our obligations we could lose our
interest in the properties or a portion thereof. We intend to pursue financing
activities in the spring of 2007.
We
plan
to raise a minimum of $45,000 to continue minimum exploration of our properties
during the next 12 months through a private placement of debt, convertible
securities, or common equity. If we are successful in raising the necessary
capital, we may have to significantly dilute the current shareholders. We plan
to initially offer the debt or equity to our current shareholders and
management. If we are not successful in raising the required capital, we will
offer our debt or equity to new investors. At present, we have no specific
plans
regarding a debt or equity offering, but intend to actively commence raising
the
required capital during the spring of 2007. As an alternative to raising capital
through the selling of debt or equity, we will attempt to negotiate a joint
venture with an industry partner. If the company is required to enter into
a
joint venture, we could end up with a minority interest in our properties.
We
have not contacted another party in the industry regarding a joint venture.
There is no assurance we will raise the necessary capital, therefore there
is a
significant risk that the company may have to abandon or reduce the size of
our
property.
Liquidity
and Capital Resources
At
present, we have sufficient cash on hand to complete the filing of this
prospectus and meeting our exploration, general and administration expenses
for
the next twelve months. However, we must raise more capital by the summer
of
2007 to carry out further exploration programs to maintain our interest
in the
CARTER 1 claim. If we are unable to raise sufficient capital to meet our
obligations we could lose our interest in the properties or a portion thereof.
We intend to pursue financing activities in the spring of 2007.
The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. As discussed in the notes to the financial
statements, we have experienced losses from inception. Our financial position
and operating results raise substantial doubt about our ability to continue
as a
going concern. The financial statements do not include any adjustments
that
might result from the outcome of this uncertainty. We lack an operating
history
and has losses which we expect to continue into the future.
Based
upon current plans, we expect to incur operating losses in future periods.
This
will happen because there are expenses associated with the research and
exploration of mineral properties. We cannot guarantee that we will be
successful in generating revenues in the future. Failure to generate revenues
may cause usto go out of business.
We
intend
to generate additional capital from the public markets to increase our
ability
to locate profitable mineral property and generate revenues. We may also
consider public or private debt transactions and/or private placement,
but has
no such actions in place at this time.
Critical
Accounting Policies
Bywater’s
financial statements and related public financial information are based on
the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on
the
assets, liabilities, revenue and expense amounts reported. These estimates
can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition.
We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates
on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, Bywater views certain of these policies
as
critical. Policies determined to be critical are those policies that have the
most significant impact on Bywater’s financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments
or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report.
Item
3. Controls and Procedures
Under
the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of November 30, 2006. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we
file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that
we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the second quarter of fiscal 2006 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
The
Company is currently not a party to any pending legal proceedings and no such
action by, or to the best of its knowledge, against the Company has been
threatened.
Item
2. Changes in Securities.
None
Item
3. Defaults Upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of Security Holders.
No
matter
was submitted during the quarter ending November 30, 2006, covered by this
report to a vote of the Company’s shareholders, through the solicitation of
proxies or otherwise.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1
Certification pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
(b) Reports
of Form 8-K
None
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
BYWATER
RESOURCES INC.
Registrant
Date:
January 12, 2007 By:
/s/
Rolf
Harms
Rolf
Harms
President,
Chief Executive Officer,
Chairman
of Board of Directors
CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION
1350,
AS
ADOPTED PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Rolf
Harms, certify that:
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1.
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I
have reviewed this Form 10-QSB of Bywater Resources Inc.;
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2.
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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;
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3.
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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
small
business issuer as of, and for, the periods present in this
report;
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4.
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The
small business issuer’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
13-a-15(f) and 15d-15(f)) for the small business issuer and
have:
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(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 small business
issuer, 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 there liability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principals;
(c) Evaluated
the effectiveness of the small business issuer’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 small business issuer’s internal control over
financing reporting that occurred during the small business issuer’s most recent
fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over financial
reporting; and
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5.
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The
small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of the small business issuer’s board of directors (or persons performing
the equivalent functions):
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(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 small business
issuer’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involved
management or other employees who have a significant role in the small business
issuer’s internal control over financial reporting.
Date:
January 12, 2007
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By:
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/s/
Rolf Harms
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Rolf
Harms
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Chief
Executive Officer and
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|
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Chief
Financial Officer
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CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350
In
connection with this Quarterly Report of Bywater Resources Inc. (the “Company”)
on Form 10-QSB for the period ending November 30, 2006, as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I,
Rolf Harms, Chief Executive Officer and Chief Financial Officer of the Company,
certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as
adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002,
that:
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1.
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Such
Quarterly Report on Form 10-QSB for the period ending November
30, 2006, fully complies with the requirements of section 13(a) or
15(d)
of the Securities Exchange Act of 1934; and
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2.
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The
information contained in such Quarterly Report on Form 10-QSB for
the period ending November 30, 2006, fairly presents, in all
material respects, the financial condition and results of operations
of
Bywater Resources Inc.
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Dated:
January 12, 2007
BYWATER
RESOURCES INC.
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By:
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/s/
Rolf Harms
Chief
Executive Officer and
Chief
Financial Officer
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