BMMCF Kbridge Energy Corporation (CE)

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 20-F

 

(Mark One)
o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2014
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report __________________
	For the transition period from ________________ to _______________
	Commission file number  333-102931

 

KBRIDGE ENERGY CORP

(Exact name of registrant as specified in this charter)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

1530 Elizabeth Avenue, Unit 2, Las Vegas, Nevada 89119

(Formerly: 5836 S. Pecos Rd., Suite 104, Las Vegas, Nevada 89120)

(Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act:

 

Title of each Class	Name of each exchange on which registered
None	Not Applicable

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares Without Par Value
(Title of Class)

 

Securities registered or to be registered pursuant to Section 15(D) of the Act:
None
(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.               14,522,727
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
	Yes	o	No	x
If this report is an annual or transitional report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
	Yes	o	No	x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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	x
Indicated 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	o	No	x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” on Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer
Accelerated filer
Non-accelerated filer	x

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this Filing:
US GAAP	x	International Financial Reporting Standards as issued by the International Accounting Standards Board	Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
	Item 17		Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
	Yes	o	No	x

TABLE OF CONTENTS

 

PART I
	ITEM 1 - Identity of Directors, Senior Management and Advisers	1
	ITEM 2 - Offer Statistics and Expected Timetable	1
	ITEM 3 - Key Information	1
	FORWARD LOOKING STATEMENTS	4
	ITEM 4 - Information on the Company	4
	ITEM 5 - Operating and Financial Review and Prospects	6
	ITEM 6 - Directors, Senior Management and Employees	8
	ITEM 7 - Major Shareholders and Related Party Transactions	10
	ITEM 8 - Financial Information	13
	ITEM 9 - The Offer and Listing	13
	ITEM 10 - Additional Information	14
	ITEM 11 - Quantitative and Qualitative Disclosures About Market Risk	15
	ITEM 12 - Descriptions of Securities Other than Equity Securities	16
PART II
	ITEM 13 - Defaults, Dividend Arrearages and Delinquencies	16
	ITEM 14 - Material Modifications to the Rights of Security Holders and Use of Proceeds	16
	ITEM 15 - Controls and Procedures	16
	ITEM 16A - Audit Committee Financial Expert	17
	ITEM 16B - Code of Ethics	17
	ITEM 16C - Principal Accountant Fees and Services	18
	ITEM 16D - Exemptions from the Listing Standards for Audit Committees	19
	ITEM 16E - Purchases of Equity Securities by the Issuers and Affiliated Purchasers	19
PART III
	ITEM 17 - Financial Statements	19
	ITEM 18 - Financial Statements	20
	ITEM 19 - Exhibits	31
SIGNATURE		32

PART I

 

ITEM 1 - Identity of Directors, Senior Management and Advisers

 

All items in this section are not required, as this 20-F filing is made as an annual report.

 

ITEM 2 - Offer Statistics and Expected Timetable

 

All items in this section are not required, as this 20-F filing is made as an annual report.

 

ITEM 3 - Key Information

 

A. Selected Financial Data

 

The following tables set forth the data of our fiscal years ended December 31, 2014, 2013, 2012, 2011, and 2010. We derived all figures from our financial statements as prepared by our management, approved by our Board of Directors (who act as our audit committee) and audited by our auditors. This information should be read in conjunction with our financial statements including the notes thereto, and “Item 5 - Operating and Financial Review and Prospects” included in this annual report. Our financial statements are expressed in US dollars and presented in accordance with accounting principles generally accepted in the United States.

 

		Year ended December 31,
		2014 $				2013 $				2012 $				2011 $				2010 $
Net income (loss) for the year			(542,512	)			196,407				206,142				(124,987	)			(80,219	)
Weighted average number of shares outstanding			14,522,727				14,522,727				14,522,727				14,522,727				35,225,062
Earnings (loss) per share, basic and diluted			(0.04	)			0.01				0.01				(0.01	)			–

 

		As at December 31,
		2014 $				2013 $				2012 $				2011 $				2010 $
Total assets			124,518				317,770				71,503				1,907				1,851
Net assets			(554,713	)			77,298				(208,608	)			(414,750	)			(289,763	)
Common stock			2,358,954				2,358,954				2,358,954				2,358,954				2,358,954

 

KBridge Energy Corp. or “KBridge” or the “Company” undertakes certain transactions in Caadian (“Cdn”) dollars and records and reports its operations in US dollars. Fluctuations in the exchange rate between the Cdn dollar and the US dollar will affect the amount of dollars reported in its financial statements and distributed in respect of cash dividends paid out or other distributions paid in Cdn dollars by us. The Company has never paid out a dividend to its shareholders.

 

The following table sets forth, foreign exchange rates, for the periods and dates indicated, certain information concerning the noon buying rate for CDN$. No representation is made that the CDN dollar amounts referred to herein could have been or could be converted into US dollars at any particular rate, or at all.

YEARS ENDED DECEMBER 31, (CDN$ PER US$1.00)

 

Period		Average(1)
2010		$	1.0299
2011		$	0.9891
2012		$	0.9996
2013		$	0.9707
2014		$	1.1601

 

(1) Note: the average for the year of the noon buying rates on the last date of each month (or a portion thereof) during the period.

 

FOR EACH OF THE PAST SIX MONTHS (CDN$ PER US$1.00)

 

Period		Low				High
Month ended August 31, 2014		$	1.0853			$	1.0971
Month ended September 30, 2014		$	1.0867			$	1.1156
Month ended October 31, 2014		$	1.1116			$	1.1319
Month ended November 30, 2014		$	1.1226			$	1.1414
Month ended December 31, 2014		$	1.1354			$	1.1643
Month ended January 31, 2015		$	1.1599			$	1.2660

 

Note: the noon buying rates on the last date of each month

 

B. Capitalization and Indebtedness

 

Not required as this 20-F filing is made as an annual report.

 

C. Reasons for the Offer and Use of Proceeds

 

Not required as this 20-F filing is made as an annual report.

 

D. Risk Factors

 

THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK. BEFORE MAKING A DECISION CONCERNING THE PURCHASE OF OUR SECURITIES, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER INFORMATION IN THIS ANNUAL REPORT WHEN YOU EVALUATE OUR BUSINESS.

 

Business Risks:

 

Risks Associated with Our Company.

 

We have a limited history of operations which makes it difficult to evaluate the investment merits of our Company.

 

If we do not obtain additional financing, our business will fail because we will be unable to fund even the administration of our minimal operations.

In order for the Company to continue we need to obtain additional financing. As of December 31, 2014, we had cash in the amount of $6,049.

 

The future issuance of debt may contain contractual restrictions that may curtail implementation of our business plan.

 

We do not have any contractual restrictions limiting our ability to incur debt. Any significant indebtedness, however, could restrict our ability to fully implement our business plan. If we are unable to repay the debt, we could be forced to cease operating.

 

The loss of any of our key personnel may affect our ability to implement our business plan and cause our stock to decline in value.

 

We are dependent on Jai Woo Lee, Chairman, Chief Executive Officer, Chief Financial Officer, and Director of the Company, to implement our business plan and the loss of his services may have a negative effect on our ability to timely and successfully implement our business plan. We do not have an employment agreement with Jai Woo Lee and we have not obtained key man insurance over him.

 

Investment Risks:

 

Any issuance of additional shares may have the effect of diluting the interest of existing shareholders; shareholders of our common stock do not have preemptive rights.

 

Any additional issuances of common stock by us from our authorized but unissued shares may have the effect of diluting the percentage interest of existing shareholders. The securities issued to raise funds may have rights, preferences or privileges that are senior to those of the holders of our other securities, including our common stock. The board of directors has the power to issue such shares without shareholder approval. We fully intend to issue additional common shares in order to raise capital to fund our business operations and growth objectives.

 

We do not anticipate paying dividends to our common stockholders in the foreseeable future, which makes investment in our stock speculative and risky.

 

We have not paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. The board of directors has sole authority to declare dividends payable to our stockholders. The fact that we have not paid and do not plan to pay dividends indicates that we must use all of our funds we generate for reinvestment in our business activities. Investors also must evaluate an investment in the Company solely on the basis of anticipated capital gains.

 

Limited liability of our executive officers and directors may discourage shareholders from bringing a lawsuit against them.

 

Our Memorandum and Articles of Incorporation contain provisions that limit the liability of our directors for monetary damages and provide for indemnification of officers and directors. These provisions may discourage shareholders from bringing a lawsuit against officers and directors for breaches of fiduciary duty and may reduce the likelihood of derivative litigation against officers and directors even though such action, if successful, might otherwise have benefited the shareholders. In addition, a shareholder’s investment in the Company may be adversely affected to the extent that we pay costs of settlement and damage awards against officers or directors pursuant to the indemnification provisions of the bylaw. The impact on a shareholder’s

investment in terms of the cost of defending a lawsuit may deter the shareholder from bringing suit against any of our officers or directors. We have been advised that the SEC takes the position that these article and bylaw provisions do not affect the liability of any director under applicable federal and state securities laws.

 

Since we are a Canadian company and most of our assets and key personnel are located outside of the United States of America, you may not be able to enforce any United States judgment for claims you may bring against us, our assets, our key personnel or the experts named in this document.

 

We have been organized under the laws of Canada. Many of our assets are located outside the United States. In addition, a majority of the members of our board of directors and our officers and the experts named in this document are residents of countries other than the United States. As a result, it may be impossible for you to effect service of process within the United States upon us or these persons or to enforce against us or these persons any judgments in civil and commercial matters, including judgments under United States federal securities laws. In addition, a Canadian court may not permit you to bring an original action in Canada or to enforce in Canada a judgment of a U.S. court based upon civil liability provisions of U.S. federal securities laws.

 

FORWARD LOOKING STATEMENTS

 

This document contains forward-looking statements. We intend to identify forward-looking statements in this document using words such as “anticipates”, “will”, “believes”, “plans”, “expects”, “future”, “intends” or similar expressions. These statements are based on our beliefs as well as assumptions we made using information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements. Some, but not all, of the factors that may cause these differences include those discussed in the Risk Factors section. You should not place undue reliance on these forward-looking statements.

 

ITEM 4 - Information on the Company

 

A. History and Development of the Company

 

KBridge Energy Corp (“KBridge” or the “Company”) was originally incorporated on October 23, 2002 under the laws of British Columbia, Canada with the name Penn Biotech Inc. On January 13, 2005, the Company changed its name to United Traffic System Inc. On November 30, 2007, it consolidated its outstanding common shares on a 10 old share for 1 new share basis and changed its name to Corpus Resources Corporation. On June 23, 2009, the Company changed its name to NeoMedyx Medical Corporation and on February 24, 2010, changed its name to Blue Marble Media Corp. On December 8, 2011, the Company changed its name to KBridge Energy Corp. All references to shares of common stock in this document refer to post split.

 

We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets.

 

In 2004, the Company obtained an exclusive right to use patented biotechnology for the mass production of seed potatoes (potato microtubers) under a license agreement with the Korea Research Institute of Bioscience and Biotechnology (KRIBB). The Company developed its

microtuber tissue culture at a laboratory leased from the Olds College Centre for Innovation (OCCI), Alberta, Canada and in November 2004 terminated its lease with OCCI and relocated its seed potato operations to the city of Yanji located in Jilin Province and to the city of Wuxi located in Yunnan Province, both located in The People’s Republic of China (PRC). The potato business was discontinued in China during the 3rd quarter of 2005 due to a lack of funding and a down-shift in the demand for seed potatoes. The seed plant operations are no longer in existence.

 

On December 22, 2003, the Company agreed to acquire the license to manufacture, install and sell technology owned by Traffic-Its Co., Ltd. The license provided the Company with the exclusive right to use the technology for the duration of the patent and to commercially exploit the technology in Asia, Europe, and North America. Subsequent to December 31, 2003, the Company determined the licensor had failed to comply with the terms of the agreement and cancelled the contract. After renewed negotiations, the Company re-entered its agreement with Traffic-Its Co., Ltd. in 2004. During 2005, it was determined by management to be unfeasible to continue operations and the project was discontinued during the 3rd quarter of 2005.

 

During the fourth quarter of 2005, the Company officially abandoned all previous business activities.

 

During the years 2006 and 2007, the Company actively sought opportunities to acquire mineral exploration properties. In 2007, management of the Company reviewed a number of mineral concession opportunities in the People’s Republic of China. Ultimately, these opportunities were deemed unsuitable for the Company at that time.

 

On February 27, 2009, the Company entered an agreement with Biokhan Corporation (‘Biokhan’) whereby the Company would acquire all of the outstanding shares of Biokhan effective January 2, 2009 for the issuance of 30,000,000 shares of common stock of the Company. Biokhan manufactures, sells, imports and exports medical and dental devices - in particular, dental implant materials and tools for dental implant operations. Biokhan failed to meet its financial commitments in the agreement and the acquisition was terminated November 2009. During this period the Company entered into discussions and a due diligence phase for the acquisition of Blue Cree Co Ltd., a company registered in the Republic of (South) Korea (‘Blue Cree’) and, effective January 2, 2010, the Company entered an agreement with Blue Cree whereby the Company would acquire all of the outstanding shares of Blue Cree for the issuance of 20,000,000 shares of common stock of the Company. Blue Cree is in the business of providing integrated commercial production services for television advertising, marketing, creative advertising and online promotion in South Korea and overseas production using in house skilled specialists. However, in December 2010 the acquisition of Blue Cree was abandoned due to the failure of both parties to meet their respective obligations under the agreement.

 

In 2011 the Company changed its name to KBridge Energy Corp. and began operations marketing resource based opportunities in North America to customers based in Korea as a broker for energy and resource related contracts where the Company brought together the energy/resource opportunity with the financing and continued developing this business.

 

B. Business Overview

 

Between 2013 and 2014, the Company brokered contracts for Korean investors to invest in the revenue sector, specifically natural gas and uranium.

 

During 2014, the Company continues to seek out both suitable energy resource opportunities and investor/customers with the objective of matching the investor/customers’ funds with the

resource assets. During the year ended December 31, 2014, the Company generated consulting revenues of $338,892 by brokering a natural gas and a uranium exploration contracts for Korean investors.

 

The Company requires additional financing in order to meet its anticipated working capital and acquisition cost.

 

Employees

 

The Company intends to use the services of contractors and consultants for the administration of its projects. At present, in an effort to conserve cash and allow greater flexibility in the future, we have no paid employees.

 

Government Regulation

 

Our business complies with all relevant laws.

 

C. Organizational Structure

 

Upon the closing of an acquisition KBridge will be the parent company of its operating subsidiary company.

 

D. Property, Plant and Equipment

 

The Company has no leased or owned property, plant or equipment.

 

ITEM 5 - Operating and Financial Review and Prospects

 

The following discussion and analysis is based on and should be read in conjunction with the Company’s audited financial statements including the notes thereto and other financial information appearing elsewhere herein. The audited financial statements have been prepared using US dollars and are presented in accordance with accounting principles generally accepted in the United States.

 

A. Operating Results

 

Year comparison between 2014 and 2013

 

The Company had net loss of $542,512 for the year ended December 31, 2014 compared to net income of $196,407 in 2013. The net loss in 2014 reflects the Company generating $338,892 in consulting revenue compared to $1,187,523 in 2013.

 

B. Liquidity and Capital Resources

 

Our sources of liquidity are expected to be cash generated from operating activities and equity financing. The Company had cash on hand as at December 31, 2014 in the amount of $6,049 (2013- $22,164). During the year ended December 31, 2014 the Company had negative operating cash flow of $341,288 compared to negative operating cash flow of $10,142 in the previous year. In 2014, the Company earned $338,892 in consulting fees (2013 - $1,187,523) primarily by introducing a potential uranium supply (exploration stage) and an opportunity to secure natural gas supply to a Korean market. During the year ended December 31, 2014 the Company had

positive cash flow from financing activities resulting from proceeds from loan payable of $19,110, advances from related parties of $323,563, offset by repayments of related party debt of $68,824. In the comparable period, the Company had positive cash flow from financing activities resulting from proceeds from loan payable of $37,523.

 

We will require additional funding in order to develop business opportunities we determine to pursue. There can be no assurances that financing, whether debt or equity, will be available to us in the amounts required at any particular time or for any particular period or if available at all, or that it can be obtained on satisfactory terms. We have no arrangements in place with our officers, directors or affiliates to provide liquidity to us.

 

We anticipate that we will need to raise additional capital within the next twelve months in order to continue implementing our business plan. We will need to raise the funds through debt or equity financing or a combination of both. To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities is likely to result in dilution to our shareholders. There can be no assurance that sources of capital will be available to us on acceptable terms, or at all. If we are unable to raise additional capital, we may not be able to continue as a going concern, and might have to reorganize under bankruptcy laws, liquidate, or enter into a business combination. If adequate funds are not available within the next twelve months, we may be required to significantly curtail our operations or no longer be able to operate.

 

C. Research and development, patents and licenses etc.

 

We do not currently and did not previously have research and development policies in place. Over the past two fiscal years, we have expended zero amounts on research and development. We do not have any patents or licenses.

 

D. Trend Information

 

We are not aware as of the filing of this annual report of any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our financial condition.

 

E. Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that would require disclosure.

 

F. Tabular Disclosure of Contractual Obligations

 

During the year ended December 31, 2014 the Company was not party to any contractually obligated payments.

 

G. Safe Harbor

 

This annual report contains forward-looking statements. We intend to identify forward-looking statements in this report using words such as “anticipates”, “will”, “believes”, “plans”, “expects”, “future”, “intends” or similar expressions. These statements are based on our beliefs as well as assumptions we made using information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements. Some, but not all, of the factors that may cause these differences

include those discussed in the Risk Factors section. You should not place undue reliance on these forward-looking statements.

 

ITEM 6 - Directors, Senior Management and Employees

 

A. Directors and Senior Management

 

The following table sets forth the name, age, and position of each Director and Executive Officer of Kbridge Energy Corp.:

 

Name of Officer		Age		Office
Jai Woo Lee		61		Chief Executive Officer, Chief Financial Officer, and Chairman of the Board Resigned as President June 15, 2009 Appointed Chairman February 24, 2010 Appointed President December 30, 2010 Resigned as President December 1, 2011
Taek Ryong Kim		52		President and Director Appointed Director December 1, 2011 Appointed President December 1, 2011

 

The following summary outlines the professional background of the directors and executive officers of the Company.

 

Jai Woo Lee, Chairman and former President: Mr. Lee founded the Company to focus on the development and commercialization of new technologies, and the identification and evaluation of commercially viable products and ventures. Mr. Lee studied at Seoul National University, in Seoul, Korea. He moved from Korea to Canada in the 1970’s to establish his export business of live cattle and beef, and his private company became a successful exporter of Canadian products to Korea.

 

Taek Ryong Kim, President: Mr Kim received a bachelor’s degree in agriculture from Yanji University in July 1984. During his career he has become knowledgeable in the areas of Foreign Trade, Agriculture, Economics and Technology. From October, 2002 to May, 2010 Mr Kim acted as President of Beijing Century Ltd, Beijing, China and from August, 1994 to October 2002 he worked as a Manager for Yanji Foreign Economic & Trade Company, Tokyo, Japan. From May 2010 to the present he has been a self employed consultant.

 

Arrangements

 

There are no arrangements or understandings between our directors or executive officers and our major shareholders, customers, suppliers or others pursuant to which any director or officer was or is to be selected as a director or officer. In addition, there are no agreements or understandings for the officers or directors to resign at the request of another person and the above-named officers and directors are not acting on behalf of nor acting at the direction of any other person.

B. Compensation

 

Executive Compensation

 

During the year ended December 31, 2014, the Company incurred management fees of $34,211 (2013 - $97,420; 2012 - $nil) to the Chief Executive Officer of the Company for management services rendered.

 

The amount of retirement and severance benefits accrued for our executive officers and directors in 2014, 2013 and 2012 was $nil. There were no pension, retirement or other similar benefits set aside for our executive officers and directors in 2014, 2013, and 2012.

 

Compensation of Directors

 

During the years 2014, 2013, and 2012, there was $nil compensation paid to directors for their services as directors.

 

Stock Option Plan

 

The Company currently does not have a stock option plan.

 

Under our Articles of Incorporation, we may grant options for the purchase of our shares to certain qualified officers and employees.

 

C. Board Practices

 

General

 

The board of directors has the ultimate responsibility for the administration of the affairs of the Company. Our Articles of Incorporation, as currently in effect, provides for a board of directors of not less than three directors and not more than ten directors. Under our Articles, all directors serve a three-year term but may be replaced at the ordinary general meeting of shareholders convened with respect to the last fiscal year. It is expected that all current directors will continue to serve the Company in the future. The directors are elected at a general meeting of shareholders by a majority vote of the shareholders present or represented by proxy, subject to minimum quorum requirements of at least one third of all issued and outstanding shares voting.

 

Currently and from June 2006 to date no one has served or serves on the board as an independent director.

 

Committees

 

The Company does not have an audit, compensation or remuneration committee. The entire board of directors serves these functions.

 

D. Employees

 

Employment Contracts with Employees and Officers

 

The Company does not have any employment agreement with any employees, directors or officers.

E. Share Ownership

 

The following table sets forth certain information regarding the beneficial ownership of the common stock of the Company as of December 31, 2014 of: (a) each of the Company’s directors and officers, and (b) all directors and officers of the Company, as a group:

 

Director or Officer		Number of Common Shares Owned(1)		Percentage of Outstanding (%)(1)(2)
Jai Woo Lee		6,821,674		46.97
Directors and Officers as a Group		6,821,674		46.97

 

Notes:
(1)		Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of December 31, 2012, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(2)		Percentages are based on 14,522,727 shares of common stock issued and outstanding as of December 31, 2014 unless otherwise noted.

 

ITEM 7 - Major Shareholders and Related Party Transactions

 

A. Major Shareholders

 

Table of Major Shareholders

 

The following table sets forth information with respect to the beneficial ownership of our shares as of December 31, 2014 by each person known to us to own beneficially more than five percent (5%) of our shares.

 

Identity of Person or Group(1)		Total shares beneficially owned		Percentage of total shares issued and outstanding(1)(2)		Citizenship
Jai Woo Lee		6,821,674		46.97		Korea
Yun Kwan Choi		2,000,000		13.77		Korea
Kwon Jung Soo		2,000,000		13.77		Korea

 

Notes:
(1)		Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of December 31, 2012 are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(2)		Percentages are based on 14,522,727 common shares issued and outstanding as of December 31, 2014 unless otherwise noted.

Changes in Ownership Percentage

 

The following table shows changes over the last four years in the percentage of the issued share capital for the Group held by major shareholders, either directly or by virtue of ownership of our common shares at December 31 of each year.

 

Identity of Person or Group(1)	2014	2013(1)(2)	2012(1)(2)	2011(1)(2)	2010(1)(2)
	%	%	%	%	%
Jai Woo Lee	46.97	46.97	46.97	46.97	46.97
Hye Kyung Lee(3)(4)	1.08	1.08	1.08	1.08	1.08
Sun Joo Choi	2.75	2.75	2.75	2.75	2.75
CDS & Co.	15.29	15.29	15.29	15.29	15.29
Yun Kwan Choi	13.77	13.77	13.77	13.77	13.77
Kwon Jung Soo	13.77	13.77	13.77	13.77	13.77

 

Notes:
(1)		Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(2)		Percentages are based on: 14,522,727 common shares issued and outstanding as of December 31, 2014: 14,522,727 common shares issued and outstanding as of December 31, 2013: 14,522,727 common shares issued and outstanding as of December 31, 2012: 14,522,727 common shares issued and outstanding as of December 31, 2011: 14,522,727 common shares issued and outstanding as of December 31, 2010:
(3)		Includes 156,213 common shares of the Company held by Penn Capital Canada Ltd., a private company controlled by Hye Kyung Lee.
(4)		Ms. Lee changed her last name in 2007 from Kim to Lee.

 

With the exception of the above-noted transactions, there has not been a significant change in the ownership percentage held by any major shareholders during the past four years.

 

Voting Rights

 

Our major shareholders do not have any different voting rights than other shareholders.

 

Corporate or Foreign Government Ownership

 

We are not controlled directly or indirectly by any other corporation or any other foreign government or by any other natural or legal person, severally or jointly.

Geographic Breakdown of Shareholders

 

The following lists the geographical distribution of shareholders at December 31, 2014:

 

	Number of registered		Number of
Location	shareholders		shares
Canada	38		242,214
United States	2		8,000
Cede & Co	1		2,221,033
Other	16		12,051,480
Total	57		14,522,727

 

Shares registered in intermediaries were assumed to be held by residents of the same country in which the clearing-house was located.

 

Change of Control

 

There are no arrangements for which, through their operation at a subsequent date, may result in a change in control of the Company.

 

B. Related Party Transactions

 

During the fiscal years ended December 31, 2014 and 2013 the following amounts were incurred by us under related party transactions:

 

As at December 31, 2014, the Company owed $485,261 (2013 - $113,734) to the Chief Executive Officer of the Company which is non-interest bearing, unsecured, and due on demand. On February 7, 2014, the Company purchased marketable securities with a fair value of $108,952 (Cdn$120,000) from the Chief Executive Officer of the Company.

 

During the year ended December 31, 2014, the Company incurred management fees of $34,211 (2013 - $97,420) to the Chief Executive Officer of the Company for services rendered during the year.

 

In the event conflicts between the Company and its related parties arise, the Company will attempt to resolve any such conflicts of interest in favor of the Company. The officers and directors of the Company are accountable to the Company and its shareholders as fiduciaries, which require that such officers and directors exercise good faith and integrity in handling the Company’s affairs. A shareholder may be able to institute legal action on behalf of the Company on behalf of that shareholder and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to the Company.

 

C. Interests of Experts and Counsel

 

Not required, as this form 20-F filing is made as an annual report.

ITEM 8 - Financial Information

 

A. Statements and Other Financial Information

 

Financial Statements

 

The following financial statements of the Company have been included in Item 18, as audited by an independent auditor and accompanied by an audit report, as of December 31, 2014 and 2013 and for the years then ended:

 

●

Balance sheets;

 

●

Statements of operations;

 

●

Statements of stockholders’ equity (deficit);

 

●

Statements of cash flows; and

 

●

Notes to the financial statements.

 

Legal Proceedings

 

The Company is not involved in any litigation or legal proceedings and to its knowledge, no material legal proceedings involving is to be initiated against the Company.

 

Dividends

 

The Company has never paid any dividends and does not intend to pay any dividends in the near future.

 

B. Significant Changes

 

There has been no significant change in the Company’s affairs since the December 31, 2014 financial statements.

 

ITEM 9 - The Offer and Listing

 

A. Offer and Listing Details

 

The shares of common stock of the Company are quoted by FINRA on the OTCBB under the symbol BMMCF. The following sets forth the high and low closing prices in United States funds of our common shares quoted on the OTCBB for the past five years:

 

Year Ended		High				Low
December 31, 2010		US$	0.51			US$	0.0130
December 31, 2011		US$	0.03			US$	0.0021
December 31, 2012		US$	0.00			US$	0.0011
December 31, 2013		US$	0.29			US$	0.0011
December 31, 2014		US$	0.05			US$	0.0021

 

C. Plan of Distribution

 

Not required, as this form 20-F filing is made as an annual report.

D. Markets

 

The shares of the common stock of the Company have been quoted on the OTCBB since May 27, 2003. No trades in our common shares occurred on the OTCBB market prior to November 3, 2003.

 

E. Selling Shareholders

 

Not required, as this form 20-F filing is made as an annual report.

 

F. Dilution

 

Not required, as this form 20-F filing is made as an annual report.

 

G. Expenses of the Issue

 

Not required, as this form 20-F filing is made as an annual report.

 

ITEM 10 - Additional Information

 

A. Share Capital

 

The Company’s authorized capital consists of unlimited common shares without par value and unlimited preferred shares without par value. As at December 31, 2014 and May 15, 2015, the Company had 14,522,727 common shares issued and outstanding.

 

No shares were issued during the years ended December 31, 2012, 2013 and 2014.

 

B. Bylaws and Articles of Association

 

Our Articles of Incorporation and Bylaws of the Company are incorporated by reference to certain exhibits to our Form F-1 registration statement filed with the Securities and Exchange Commission on May 27, 2003.

 

C. Material Contracts

 

None

 

D. Exchange Controls and other Limitations Affecting Security Holders

 

There currently are no laws, decrees, regulations or other legislation in Canada that restricts the export or import of capital or that affects the remittance of dividends, interest or other payments to non-resident holders of the Company’s securities, other than withholding tax requirements.

 

There is no limitation, imposed either by Canadian law or by the Articles of Incorporation and other charter documents of the Company, on the right of a non-resident to hold voting shares of the Company, other than as provided by the Investment Canada Act as amended (the “Act”) and as amended by the North American Free Trade Agreement Implementation Act (Canada) and the World Trade Organization (WTO) Agreement Implementation Act. The Act requires notification and, in certain cases, advance review and approval by the Government of Canada of the acquisition by a “non-Canadian” of “control of a Canadian business,” all as defined in the Act.

Generally, the threshold for review will be higher in monetary terms for a member of the WTO or NAFTA.

 

E. Taxation

 

United States and Canada: there are reciprocal tax treaties between Canada and the United States. Potential purchasers are urged to consult their tax advisors as to the particular consequences to them under U.S. federal, state, local and applicable foreign tax laws of the acquisition, ownership and disposition of common shares.

 

F. Dividends and Paying Agents

 

Not required, as this 20-F filing is made as an annual report.

 

G. Statement by Experts

 

Not required, as this 20-F filing is made as an annual report.

 

H. Documents on Display

 

You may review a copy of the Company’s filings with the SEC, including exhibits and schedules filed with it, in the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 or the Conventional Reading Rooms’ Headquarters Office at 212-551-8090 for further information on the public reference rooms. The SEC maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

 

I. Subsidiary Information

 

As at December 31, 2014, the Company does not have any subsidiary companies.

 

ITEM 11 - Quantitative and Qualitative Disclosures about Market Risk

 

Transaction Risk and Currency Risk Management

 

We are subject to market risk exposures due to fluctuations in exchange rates and interest rates. Changes in the foreign exchange rate between the CDN$ and the US$ may affect us due to the effect of such changes on any shareholder distributions to the shareholders using US$ as a main currency. The Company denominates its financial statements in United States dollars but conducts its daily affairs in Canadian dollars. We are not currently carrying significant amounts of short term or long-term debt. Upward fluctuations in interest rates increase the cost of additional debt and the interest cost of outstanding floating rate borrowings.

 

Inflation

 

We do not consider that inflation in Canada has had a material impact on our results of operations. Inflation in Canada in 2009, 2010, 2011, 2012, 2013, and 2014 was: 2.4%, 1.3%, 2.3%, 2,9%, 1,9%, 1.1% and respectively.

ITEM 12 - Descriptions of Securities Other than Equity Securities

 

Not required, as this 20-F filing is made as an annual report.

 

PART II

 

ITEM 13 - Defaults, Dividend Arrearages and Delinquencies

 

The Company is not currently in default, arrears or delinquent with respect to any of its debt obligations or other responsibilities.

 

ITEM 14 - Material Modifications to the Rights of Security Holders and Use of Proceeds

 

Not applicable.

 

ITEM 15 - Controls and Procedures

 

A. Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated and communicated to our executive officer to allow timely decisions regarding required disclosure.  Our Chairman, acting as our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation of these disclosure controls and procedures, and in light of the weaknesses identified below, the acting Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective. The small size of our company does not provide for the desired separation of control functions, and we do not have the required level of documentation of our monitoring and control procedures. The remedies for this situation are described below.

 

B. Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.  A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, the Company determined that there were significant deficiencies that constituted material weaknesses, as described below:

●

Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company does not have an audit committee. The Company does not have any independent directors and thus no independent directors to sit on the audit committee if there was one.

 

●

The Company has not formally adopted internal controls surrounding its cash and financial reporting procedures including the absence of sufficient management review controls and separation of duties.

 

●

The lack of independent directors exercising an oversight role increases the risk of management override.

 

Management is currently evaluating remediation plans for the above control deficiencies.

 

In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

 

C. Attestation Report of the Registered Accounting Firm

 

This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

D. Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

ITEM 16A - Audit Committee Financial Expert

 

The Company does not yet have an audit committee financial expert. The Company intends to appoint a financial expert once commercial operations commence.

 

ITEM 16B - Code of Ethics

 

The Company does not have in place a written code of ethics that applies to its executive, financial or accounting officers or to persons performing similar functions. The Company is dependent upon its president to lead by example and has faith in his ability to do so. Once the Company becomes more diverse in its operations and where required by regulation, it intends to implement a code of ethics for its officers. The Company does not plan to grant any waiver, including an implicit waiver, from a provision of the code of business conduct and ethics to any person.

ITEM 16C - Principal Accountant Fees and Services

 

Fees and Services

 

Saturna Group Chartered Accountants LLP, served as our independent public accountants and auditor for the fiscal years ended December 31, 2014 and 2013 for which audited financial statements appear in this annual report on Form 20-F.

 

The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by the Company’s principal accountants:

 

		2014				2013
Audit fees - auditing of our annual financial statements and preparation of auditors’ report.(1)		Cdn$	10,500			Cdn$	8,500
Audit-related fees - review of each of the quarterly financial statements.(2)		$	nil			$	nil
Tax fees - preparation and filing of three major tax-related forms.(3)		$	nil			$	nil
All other fees - other services provided by our principal accountants. (4)		$	nil			$	nil
Total fees paid or accrued to our principal accountants		Cdn$	10,500			Cdn$	8,500

 

Notes:

(1)

Audit Fees: This category consists of fees billed/billable form the annual audit services engagement and other audit services, which are normally provided by the independent auditors in connection with statutory accounting matters that arose during, or as a result of, the audit, or of the review of the interim financial statements.

 

(2)

Audit-Related Fees: Fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements in each fiscal year reported on and that are not reported as audit fees.

 

(3)

Tax Fees: During the last two fiscal years, the Company paid $nil for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning, This category generally involves preparation of original and amended tax returns, claims for refunds and tax payment-planning services. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions, employee benefit plans and requests for rulings or technical advice from taxing authorities.

 

(4)

All Other Fees: During the last two fiscal years, the Company paid $nil for professional services rendered y the principal accountant for services other than those described under notes (1) through (3).

Pre-Approval Policies and Procedures

 

The Company’s Board of Directors is currently acting as the audit committee.

 

The Board pre-approves all of the services, audit and non-audit, to be provided by the Company’s independent accountant. The Board of Directors understands the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. The Board of Directors has restricted the non-audit services that the Company’s principal accountants may provide to primarily to tax services and review assurance services. The Board of Directors has not adopted any other formal policies and procedures for pre-approving work performed by the Company’s principal accountants.

 

The Board of Directors on review of the services provided by the principal accountants of the Company this year has determined that payment of the above audit fees is in conformance with the independent status of the Company’s principal independent accountants.

 

ITEM 16D - Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

ITEM 16E - Purchases of Equity Securities by the Issuers and Affiliated Purchasers

 

Not applicable.

 

PART III

 

ITEM 17 - Financial Statements

 

See “Item 18 - Financial Statements.”

ITEM 18 - Financial Statements

 

KBRIDGE ENERGY CORP.
Financial statements
December 31, 2014
(Expressed in U.S. Dollars)

 

		Index
Report of Independent Registered Public Accounting Firm		21
Balance sheets		22
Statements of operations		23
Statements of stockholders’ equity (deficit)		24
Statements of cash flows		25
Notes to the financial statements		26

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of
Kbridge Energy Corp.

 

We have audited the accompanying balance sheets of Kbridge Energy Corp. (the “Company”) as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP

 

Saturna Group Chartered Accountants LLP

 

Vancouver, Canada

 

May 12, 2015

KBRIDGE ENERGY CORP.
Balance sheets
(Expressed in U.S. Dollars)

 

		December 31, 2014 $				December 31, 2013 $
ASSETS
Current assets
Cash			6,049				22,164
Marketable securities (Note 3)			22,351				166,219
Accounts receivable			95,260				92,569
Prepaid expenses			858				36,818
Total assets			124,518				317,770
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities (Note 4)			141,388				89,130
Loan payable (Note 5)			52,582				37,608
Due to related party (Note 6)			485,261				113,734
Total liabilities			679,231				240,472
Nature of operations and continuance of business (Note 1)
Commitments (Note 7)
Stockholders’ equity (deficit)
Preferred stock Authorized: unlimited preferred shares without par value Issued: nil preferred shares			–				–
Common stock Authorized: unlimited common shares without par value Issued and outstanding common shares: 14,522,727 shares			2,358,954				2,358,954
Additional paid-in capital			9,527				9,527
Accumulated other comprehensive income (loss)			(88,263	)			1,236
Deficit			(2,834,931	)			(2,292,419	)
Total stockholders’ equity (deficit)			(554,713	)			77,298
Total liabilities and stockholders’ equity (deficit)			124,518				317,770

 

(The accompanying notes are an integral part of these financial statements)

KBRIDGE ENERGY CORP.
Statements of operations
(Expressed in U.S. dollars)

 

		Year ended December 31, 2014 $				Year ended December 31, 2013 $
Revenue			338,892				1,187,523
Operating expenses
Administration fees			377,740				327,473
Consulting fees			307,672				283,851
Foreign exchange loss (gain)			(45,905	)			1,110
Investor relations			6,049				22,424
Management fees (Note 6)			34,211				97,420
Office and miscellaneous			59,754				60,502
Professional fees			24,391				29,627
Recovery of expenses			(50,870	)			(91,042	)
Travel and promotion			85,809				259,751
Total operating expenses			798,851				991,116
Income (loss) before other income (expense)			(459,959	)			196,407
Other income (expense)
Gain on disposal of marketable securities			49,125				–
Impairment of marketable securities (Note 3)			(131,678	)			–
Net income (loss) for the year			(542,512	)			196,407
Earnings (loss) per share, basic and diluted			(0.04	)			0.01
Weighted average number of shares outstanding			14,522,727				14,522,727

 

(The accompanying notes are an integral part of these financial statements)

KBRIDGE ENERGY CORP.
Statements of stockholders’ equity (deficit)
(Expressed in U.S. dollars)

 

														Accumulated
										Additional				other
		Common stock								paid-in				comprehensive
						Amount				capital				income (loss)				Deficit				Total
		Number				$				$				$				$				$
Balance, December 31, 2012			14,522,727				2,358,954				9,527				(88,263	)			(2,488,826	)			(208,608	)
Unrealized gain on marketable securities			–				–				–				89,499				–				89,499
Net income for the year			–				–				–				–				196,407				196,407
Balance, December 31, 2013			14,522,727				2,358,954				9,527				1,236				(2,292,419	)			77,298
Unrealized loss on marketable securities			–				–				–				(89,499	)			–				(89,499	)
Net loss for the year			–				–				–				–				(542,512	)			(542,512	)
Balance, December 31, 2014			14,522,727				2,358,954				9,527				(88,263	)			(2,834,931	)			(554,713	)

 

(The accompanying notes are an integral part of these financial statements)

KBRIDGE ENERGY CORP.
Statements of cash flows
(Expressed in U.S. dollars)

 

		Year ended December 31, 2014 $				Year ended December 31, 2013 $
Operating activities
Net income (loss) for the year			(542,512	)			196,407
Adjustments to reconcile net income to net cash used in operating activities:
Foreign exchange translation loss (gain)			(16,396	)			85
Impairment of marketable securities			131,678				–
Gain on disposal of marketable securities			(49,125	)			–
Changes in operating assets and liabilities:
Accounts receivable			(2,691	)			(92,569	)
Prepaid expenses			35,960				(36,818	)
Accounts payable and accrued liabilities			81,702				(8,243	)
Due to related party			20,096				(1,405	)
Deferred revenue			–				(67,599	)
Net cash used in operating activities			(341,288	)			(10,142	)
Investing activities
Proceeds from sale of marketable securities			51,324				(76,720	)
Net cash provided by (used in) investing activities			51,324				(76,720	)
Financing activities
Proceeds from loan payable			19,110				37,523
Advances from related party			323,563				–
Repayment of related party debt			(68,824	)			–
Net cash provided by financing activities			273,849				37,523
Decrease in cash			(16,115	)			(49,339	)
Cash, beginning of year			22,164				71,503
Cash, end of year			6,049				22,164
Non-cash Investing and Financing Activities:
Marketable securities acquired from a related party			108,952
Marketable securities exchanged for consulting services			29,444
Supplemental Disclosures:
Income taxes paid			–				–
Interest paid			–				–

 

(The accompanying notes are an integral part of these financial statements)

KBRIDGE ENERGY CORP.
Notes to the financial statements
December 31, 2014
(Expressed in U.S. dollars)

 

1.

Nature of Operations and Continuance of Business

 

Kbridge Energy Corp. (the “Company”) was incorporated under the laws of British Columbia, Canada, on October 23, 2002 as Penn Biotech Inc. On January 13, 2005, the Company changed its name from to United Traffic System Inc. On November 30, 2007, the Company changed its name to Corpus Resources Corporation. On June 23, 2009, the Company changed its name to NeoMedyx Medical Corp. On February 24, 2010, the Company changed its name to Blue Marble Media Corp. On December 8, 2011, the Company changed its name to Kbridge Energy Corp. The Company’s current business is providing consulting services in the resource sector.

 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2014, the Company has a working capital deficit of $554,713 and has an accumulated deficit of $2,834,931 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 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 the Company be unable to continue as a going concern.

 

2.

Summary of Significant Accounting Policies

 

(a)

Basis of Presentation

 

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.

 

(b)

Use of Estimates

 

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the impairment of marketable securities, allowance for doubtful accounts, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

(c)

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

 

(d)

Accounts Receivable

 

Accounts receivable represents amounts owed from customers for consulting services. Amounts are presented net of the allowance for doubtful accounts, which represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful account on a regularly basis. As at December 31, 2014 and 2013, the Company has no allowance for doubtful accounts.

KBRIDGE ENERGY CORP.
Notes to the financial statements
December 31, 2014
(Expressed in U.S. dollars)

 

2.

Summary of Significant Accounting Policies (continued)

 

(e)

Revenue Recognition

 

The Company derives revenue primarily by providing consulting services. In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, the services have been rendered, the amount is fixed and determinable, and collection is reasonably assured. Customer advances are deferred and recognized as revenue when the Company has completed all of its performance obligations relating to the consulting services.

 

(f)

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

As of December 31, 2014 and 2013, the Company did not have any amounts recorded pertaining to uncertain tax positions.

 

The Company files federal and provincial income tax returns in Canada. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. The open taxation years range from 2010 to 2012. Tax authorities of Canada have not audited any of the Company’s income tax returns for the open taxation years noted above.

 

The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended December 31, 2014 and 2013, there were no charges for interest or penalties.

 

(g)

Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 

(h)

Foreign Currency Translation

 

The Company’s functional and reporting currency is the United States dollar. Management has adopted ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

 

(i)

Comprehensive Loss

 

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at December 31, 2014 and 2013, the Company has no items that represent comprehensive loss.

KBRIDGE ENERGY CORP.
Notes to the financial statements
December 31, 2014
(Expressed in U.S. dollars)

 

2.

Summary of Significant Accounting Policies (continued)

 

(j)

Financial Instruments

 

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, marketable securities, accounts receivable, accounts payable and accrued liabilities, loan payable, and amounts due to a related party. Pursuant to ASC 820, the fair value of cash and marketable securities are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations..

 

(k)

Earnings (Loss) per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

 

(l)

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

(m)

Reclassifications

 

Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation.

KBRIDGE ENERGY CORP.
Notes to the financial statements
December 31, 2014
(Expressed in U.S. dollars)

 

3.

Marketable Securities

 

		2013 Fair value $				Additions $				Disposals $				Impairment $				Unrealized loss $				2014 Fair value $
Marketable securities			166,219				108,952				(31,643	)			(131,678	)			(89,499	)			22,351
		2012 Fair value $				Additions $				Disposals $				Impairment $				Unrealized gain $				2013 Fair value $
Marketable securities			–				76,720				–				–				89,499				166,219

 

 

4.

Accounts Payable and Accrued Liabilities

 

			2014 $				2013 $
Trade payables			129,032				81,616
GST payable			12,356				7,514
			141,388				89,130

 

5.

Loan Payable

 

As at December 31, 2014, the Company owed $52,582 (Cdn$61,000) (2013 - $37,608 (Cdn$40,000)) to an unrelated party, which is non-interest bearing, unsecured, and due on demand.

 

6.

Related Party Transactions

 

(a)

As at December 31, 2014, the Company owed $485,261 (2013 - $113,734) to the Chief Executive Officer of the Company which is non-interest bearing, unsecured, and due on demand. On February 7, 2014, the Company purchased marketable securities with a fair value of $108,952 (Cdn$120,000) from the Chief Executive Officer of the Company.

 

(b)

During the year ended December 31, 2014, the Company incurred management fees of $34,211 (2013 - $97,420) to the Chief Executive Officer of the Company.

 

7.

Commitment

 

On June 19, 2014, the Company entered into an agreement with a consultant for seeking business and investment opportunities on behalf of the Company. The Company is to compensate the consultant by paying 20% of the amount invested by the Company through the consultant in cash at the closing of any transaction. The agreement may be terminated by either party upon written notice.

 

8.

Concentrations

 

During the year ended December 31, 2014, the Company’s generated 96% (2013 – 95%) of its revenues from two customers. As at December 31, 2014, the Company had 85% (2013 – 100%) of its accounts receivable with these two customers.

KBRIDGE ENERGY CORP.
Notes to the financial statements
December 31, 2014
(Expressed in U.S. dollars)

 

9.

Income Taxes

 

The Company has non-capital losses carried forward of $1,482,464 available to offset taxable income in future years which expires beginning in fiscal 2015.

 

The Company is subject to Canadian federal and provincial income taxes at a combined rate of 26% (2013 – 25.75%). The reconciliation of the provision for income taxes at the combined Canadian federal and provincial statutory rate compared to the Company’s income tax expense as reported is as follows:

 

			2014 $				2013 $
Income tax expense at statutory rate			(141,053	)			50,575
Permanent differences and other			5,198				23,173
Changes in enacted tax rates			–				(21,132	)
Expiry of non-capital loss			229,428				–
Change in valuation allowance			(93,573	)			(52,616	)
Provision for income taxes			–				–

 

The significant components of deferred income tax assets and liabilities at December 31, 2014 and 2013, are as follows:

 

			2014 $				2013 $
Deferred income tax assets (liability)
Non-capital losses carried forward			385,441				508,031
Marketable securities			17,384				(11,635	)
Total gross deferred income tax assets			402,824				496,397
Valuation allowance			(402,824	)			(496,397	)
Net deferred income tax asset			–				–

ITEM 19 - Exhibits

 

The following exhibits are included herein, except for the exhibits marked with an asterisk, which are incorporated herein by reference.

 

	Exhibit No.		Exhibit Title
	1.1*		Notice of Articles
	1.2*		Transition Notice
	1.3*		Articles
	1.4*		Articles of Amendment
	12.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	12.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	13.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

*

previously filed

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for annual report filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

KBridge Energy Corp
/s/ Jai Woo Lee
Jai Woo Lee
Director and Chairman
May 15, 2015