Annual Reports

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  • 20-F (May 17, 2016)
  • 20-F (May 15, 2015)
  • 20-F (May 15, 2014)
  • 20-F (May 13, 2013)
  • 20-F (Nov 2, 2012)

 
Other

KBRIDGE ENERGY CORP. 20-F 2012

Documents found in this filing:

  1. 20-F/A
  2. Ex-12.1
  3. Ex-13.1
  4. Ex-13.1
United States

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 20-F/A

Amendment #2


(Mark One)

 

 

 

 

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, 2011

 

 

 

OR

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

OR

 

 

 

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

 

Formerly: Blue Marble Media Corp

(Exact name of registrant as specified in this charter) 

 

Province of British Columbia, Canada

(Jurisdiction of incorporation or organization) 

 

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 common shares


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes

 

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

 

 No

X

  

 

 

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

 

 

 

 

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 financial statement item the registrant has elected to follow.

 

Item 17

X

Item18

 

 

 

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

X

No

 

 








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

5

 

ITEM 4 - Information on the Company

5

 

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

15

 

ITEM 11 - Quantitative and Qualitative Disclosures About Market Risk

17

 

ITEM 12 - Descriptions of Securities Other than Equity Securities

17

PART II

 

 

ITEM 13 - Defaults, Dividend Arrearages and Delinquencies

17

 

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

17

 

ITEM 15 - Controls and Procedures

17

 

ITEM 16A - Audit Committee Financial Expert

18

 

ITEM 16B - Code of Ethics

18

 

ITEM 16C - Principal Accountant Fees and Services

19

 

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

24

 

ITEM 18 - Financial Statements

1 - 12

 

ITEM 19 - Exhibits 

13

SIGNATURE 

13


This filing is amended to include the comment “that the Company’s internal control over financial reporting was not effective as of December 31, 2011”in Item 15. B. and have added the heading “Management’s assessment of the effectiveness of internal controls over financial reporting as of December 31, 2011”







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, 2011, 2010, 2009, 2008 and 2007. 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,

 

2011

2010

2009

2008

2007

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

(124,987)

 

(80,219)

 

(121,795)

 

(142,774)

 

(93,158)

 

 

 

 

 

 

 

 

 

 

 


Weighted average number of common shares

14,522,727

35,225,062

28,322,045

20,102,861

5,472,724

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$


(0.01) 



(0.00) 


(0.00) 

(0.01) 

(0.02) 


 

As at December 31,

 

2011

2010

2009

2008

2007

 

 

 

 

 

 

Total assets

$

1,907

$

1,851

$

754

$

25,934

$

15,996

Net assets

$

(414,750)

$

(289,763)

$

(263,544)

$

(341,749)

$

(313,597)

Common stock

$

2,358,954

$

2,358,954

$

2,304,954

$

2,104,954

$

2,004,954


KBridge Energy Corp (formerly Blue Marble Media Corp) or "KBridge" or the "Company" undertakes certain transactions in Canadian (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, for the periods and dates indicated, certain information concerning the noon buying rate. 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.



1




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


Period

 

Average(1)

2007

$

1.0748

2008

$

1.0671

2009

$

1.1420

2010

$

0.9946

2011

$

1.0993


(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, 2011

$

1.0619

$

1.0674

Month ended September 30, 2011

$

1.0230

$

1.0326

Month ended October 31, 2011

$

1.0168

$

1.0221

Month ended November 30, 2011

$

1.0224

$

1.0286

Month ended December 31, 2011

$

0.9931

$

0.9997

Month ended January 31, 2012

$

0.9963

$

1.0060


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 no operating history 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, 2011, we had cash in the amount of $1,907. We currently have no operations or income.




2



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 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.




3



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, 2002under the laws of British Columbia, Canada with the name Penn Biotech Inc. On January 13, 2005, the Company changed its name from Penn Biotech Inc. 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.


Our head office is located at 5836 S. Pecos Rd., Suite 104 Las Vegas, Nevada 89120.


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,



4



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.


In 2008, the Company commenced the acquisition of Biokhan Corporation, a company incorporated and operating in South Korea (‘Biokhan’). 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 at which time the Company pursued the acquisition of Blue Cree Co Ltd.  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. During 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.


B.  Business Overview


Background


During the years 2006 and 2007 the Company actively sought opportunities to acquire mineral exploration properties. In 2007management 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. The Agreement closed April 30, 2009and the business continued but was terminated in November 2009 when Biokhan failed to meet its financial commitments in the agreement. 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. The Agreement and Plan of Acquisition closed on April 13, 2010. Within three months after the completion of this acquisition, 16,000,000 shares of Blue Marble issued prior to the acquisition of Blue Cree were cancelled and Blue Cree’s representative or assignee obtained the option to purchase up to 2,000,000 shares of Blue Marble directly from one of the shareholders of Blue Marble. Upon the mutual termination of the acquisition agreement the 20,000,000 shares issued to Blue Cree shareholders were returned to the Company and cancelled.


The Company requires additional financing in order to meet its anticipated operating and acquisition expenses.


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.




5



Government Regulation


Our business acquisition 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 2011 and 2010


The Company's net loss for the year increased to $124,987 in 2011compared to a loss of $80,219 in 2010. The loss in 2011 reflects the Company’s activity in seeking a suitable business opportunity or acquisition target during 2011, a management fee of $100,000 payable to a director of the Company, and expenditures for the Blue Cree acquisition which was terminated. Other costs incurred during both years were for the maintenance of the reporting status of the Company and consulting fees related to the various failed business acquisitions.


B.

Liquidity and Capital Resources


Our initial sources of liquidity are expected to be related party loans and equity financing. The Company has cash on hand as at December 31, 2011 in the amount of $1,907 (2010: $1,851). During the year ended December 31, 2011 the Company used cash of $36,692in operations, principally to cover the years operating expenses (2010 –$42,484) and received advances from 2011 financing activities of $36,748 in loans from related parties (2010 – $43,581).


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 and commence full operations. 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.




6



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, 2011 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 Blue Marble Media Corp:


Name of Officer

Age

Office

 

 

 

Jai Woo Lee

59

Director and Chairman

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

50

President and Director

Appointed Director December 1, 2011

Appointed President December 1, 2011

 

 

 

 Jin Kyung Yang

42

Director – appointed February 24, 2010

Appointed President February 24, 2010

Resigned both positions December 30, 2010

 

 

 

Sung Wook Chung

60

Director – appointed June 15, 2009

Appointed President June 15, 2009

Resigned both positions February 24, 2010




7



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


Jai Woo Lee, Chairman & 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 bachelors 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 current year ended December 31, 2011 the Company accrued $100,000 payable to Mr. Jai Lee, Chairman of the Company, for management services.


In 2009, the Company settled an amount for past services payable to Jai Woo Lee of $200,000by the issuance of 5,000,000 common shares.


The amount of retirement and severance benefits accrued for our executive officers and directors in 2011, 2010, 2009 and 2008 was $nil. There were no pension, retirement or other similar benefits set aside for our executive officers and directors in 2011, 2010, 2009, 2008 or2007.


Compensation of Directors


During the years 2011 and 2010, 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



8



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.


Service Contracts


No directors or officers have a formal service contract with the Company.


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, 2011 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, 2011, 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, 2011 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, 2011 by each person known to us to own beneficially more than five percent (5%) of our shares.




9






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, 2011 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, 2011 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)

2011(1)(2)

 

2010(1)(2)

 

2009(1)(2)

 

2008(1)(2)

 

%

 

%

 

%

 

%

Jai Woo Lee

46.97

 

46.97

 

24.63

 

6.08

Hye Kyung Lee(3)(4)

1.08

 

1.08

 

3.14

 

3.75

Sun Joo Choi

2.75

 

2.75

 

0.99

 

1.18

CDS & Co.

15.29

 

15.29

 

5.48

 

2.61

Yun Kwan Choi

13.77

 

13.77

 

6.56

 

7.85

Kwon Jung Soo

13.77

 

13.77

 

6.56

 

7.85

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, 2011:14,522,727 common shares issued and outstanding as of December 31, 2010:30,472,727 common shares issued and outstanding as of December 31, 2009:25,472,724 common shares issued and outstanding as of December 31, 2008:

 

(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, 2011:




10






  

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, 2011 and 2010 the following amounts were incurred by us under related party transactions:


As at December 31, 2011, the Company owed $341,101 (2010: $196,725) to the Chairman of the Company which is non-interest bearing, unsecured, and due on demand.

During the year ended December 31, 2011 the Company paid rent of $0.00(2010: $0.00; 2009: $15,512) to a company controlled by a director.


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, 2011 and for the year then ended:


Balance sheets;

Statements of operations and deficit;

Statement of changes in shareholders' equity;

Statements of cash flows; and

Related notes and schedules.




11



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, 2011 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, 2007

US$

0.06

US$

0.015

December 31, 2008

US$

0.15

US$

0.0005

December 31, 2009

US$

0.65

US$

0.020

December 31, 2010

US$

0.51

US$

0.013

December 31, 2011

US$

0.03

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


Information about our share capital is not specifically required as this form 20-F is filed as an annual report.




12



Our share issuances to date are summarized as follows:


During 2002, the Company issued a total of 1,500,000 common shares in return for funding from various investors.  As part of this offering, Inzi Display Co., Ltd. ("Inzi") committed to purchase 600,000 common shares of the Company.  The Company, however, never received the requisite funds from Inzi and requested Inzi return the share certificate representing the 600,000 common shares for immediate return to treasury of the Company.  Inzi returned the share certificate to the Company and on February 12, 2004, the 600,000 common shares issued in the name of Inzi were cancelled and returned to treasury.


During the year ended December 31, 2005, the Company issued 1,750,000 common shares to settle an amount owing of $610,000, the estimated fair value of the shares at the time of issue,due to Penn Capital Canada Ltd., a company controlled by a director of the Company. The Company further issued 400,000 common shares for cash of $100,000.


During the year ended December 31, 2006, the Company issued 1,075,000 common shares at $0.10 per share, which is the fair market value at the time the shares were issued, to settle $7,500 in debt owing to two consultants and $100,000 to a director.


During the year ended December 31, 2006, the Company cancelled 1,000,000 common shares previously issued for an unsuccessful financing arrangement. The 1,000,000 common shares were returned to treasury.


The Company conducted a reverse stock split of its issued and outstanding common shares of the Company on a one for ten basis effective November 30, 2007. The reverse stock split received shareholder approval at a special meeting of the stockholders held November 15, 2007. Concurrent with the stock split the Company increased its authorized capital to an unlimited number of common shares without par value and an unlimited number of preferred shares without par value and changed its name to "Corpus Resources Corporation". All references to issued shares in this document are after accounting for the reverse stock split.


During the year ended December 31, 2008, the Company issued 20,000,000 common shares for cash of $100,000.


During the year ended December 31, 2009, the Company issued 5,000,000 common shares for the past services of a director of the Company and fairly valued at $200,000.


On February 26, 2010, the Company issued 20,000,000 shares of common stock to acquire Blue Cree Co., Ltd. and subsequently cancelled the share issuances upon termination of the acquisition.


Principals of the Company returned to the Company 16,000,000 of their common shares to the Company for cancellation on March 29, 2010. On the same date, a shareholder returned 100,000 common shares to the Company for cancellation.


On June 17, 2010, the Company issued 150,000 common shares for payment for services rendered.


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




13



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, 2011, 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. Blue Marble 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.




14



Inflation


We do not consider that inflation in Canada has had a material impact on our results of operations. Inflation in Canada in 2007, 2008, 2009, 2010 and 2011 was: 2.0%, 2.4%, 1.3%, 2.3% and 2.9%, 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 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 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, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on the evaluation under this framework and in light of the weaknesses identified below, the Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not effective as of December 31, 2011.


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



15



financial reporting as of December 31, 2011, 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 any independent directors and thus no independent directors sit on the audit committee

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.


Management’s assessment of the effectiveness of internal controls over financial reporting as of December 31, 2011


In light of the existence of these control deficiencies, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2011 and 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, 2011 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


The Board of Directors of the Company appointed Saturna Group, Chartered Accountants LLP (“Saturna Group”) to serve as independent public accountants of the Company, effective from the December 31, 2010 year end.




16



Fees and Services


Saturna Group Chartered Accountants LLP, served as our independent public accountants and auditor for the fiscal years ended December 31, 2011 and 2010for 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:


 

2011

2010

Audit fees - auditing of our annual financial statements and preparation of auditors' report.(1)

$

8,300

$

8,000

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

$

8,300

$

8,000

 

 

 

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).


No audit work is performed by persons other than the independent accountant's full-time, permanent employees.


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.




17



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


The Company's audited financial statements were prepared by management of the Company and approved by its Board of Directors and include:- Balance sheets as of December 31, 2011 and 2010;- Statements of operations for the years ended December 31, 2011, 2010 and 2009 and accumulated from October 23, 2002 (date of inception) to December 31, 2011;- Statements of stockholders' equity (deficit) from October 23, 2002 (date of inception) to December 31, 2011;- Statements of cash flows for the years ended December 31, 2011, 2010 and 2009 and accumulated from October 23, 2002 (date of inception) to December 31, 2011; and- Notes to the financial statements.





18



KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Financial statements

Years ended December 31, 2011 and 2010

(Expressed in U.S. Dollars)





Index


Report of Independent Registered Public Accounting Firm

F–1


Balance sheets

F–2


Statements of operations

F–3


Statements of stockholders’ equity (deficit)

F–4


Statements of cash flows

F–7


Notes to the financial statements

F–8





19













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of

Kbridge Energy Corp. (formerly Blue Marble Media Corp.)

(A development stage company)


We have audited the accompanying balance sheets of Kbridge Energy Corp. (formerly Blue Marble Media Corp.) (a development stage company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and accumulated from October 23, 2002 (date of inception) to December 31, 2011. 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.The financial statements of Kbridge Energy Corp. (formerly Blue Marble Media Corp.)(a development stage company) as at December 31, 2009 and for the year then ended and accumulated from October 23, 2002 (date of inception) to December 31, 2009 were audited by other auditors whose report dated June 11, 2010 included an explanatory paragraph regarding the Company’s ability to continue as a going concern. The financial statements for the period from October 23, 2002 (date of inception) to December 31, 2009 reflect a net loss of $2,489,762 of the related cumulative totals. The auditors’ report has been furnished to us, and our opinion, insofar as it related to amounts included for such periods, is based solely on the report of such auditors.


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, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and accumulated from October 23, 2002 (date of inception) to December 31, 2011, 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 not generated any revenues, has a working capital deficit, and has incurred operating losses 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


April 27, 2012








KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Balance sheets

(Expressed in U.S. Dollars)



 

December 31,

2011

$

December31,

2010

$

 

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

1,907

1,851

 

 

 

Total assets

1,907

1,851

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

70,556

89,889

Loan payable (Note 4)

5,000

5,000

Due to related party (Note 5)

341,101

196,725

 

 

 

Total liabilities

416,657

291,614

 

 

 

Nature of operations and continuance of business (Note 1)

 

 

 

 

 

Stockholders’ 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:14,522,727shares

2,358,954

2,358,954

 

 

 

Additional paid-in capital

9,527

9,527

 

 

 

Accumulated other comprehensive loss

(88,263)

(88,263)

 

 

 

Deficit accumulated during the development stage

(2,694,968)

(2,569,981)

 

 

 

Total stockholders’ deficit

(414,750)

(289,763)

 

 

 

Total liabilities and stockholders’ deficit

1,907

1,851



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


F-2





KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Statements of operations

(Expressed in U.S. dollars)



 

Year ended

December31,

2011

$

Year ended

December31,

2010

$



Year ended

December 31,

2009

$

Accumulated from

October 23, 2002

(date of inception) to December 31,

2011

$

 

 

 

 

 

Revenue

 –

 –

 –

 –

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Consulting fees

19,093

38,343

220,288

Management fees (Note 5)

100,000

200,000

300,000

Foreign exchange (gain) loss

(7,821)

9,708

12,785

8,579

Investor relations

1,320

76,855

78,175

Office and miscellaneous

3,190

13,773

10,628

36,840

Professional fees

14,476

3,711

13,019

238,850

Rent (Note 5)

15,512

54,644

Transfer agent fees

870

1,792

10,326

12,988

Travel

12,952

30,257

36,462

87,415

Recovery of expenses

-

(74,970)

(74,970)

 

 

 

 

 

Total operating expenses

 124,987

 80,219

337,075

962,809

 

 

 

 

 

Loss before other income (expense)

(124,987)

(80,219)

(337,075)

(962,809)

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest expense

(9,527)

Write-off of loan payable

215,280

215,280

 

 

 

 

 

Total other income (expense)

215,280

205,753

 

 

 

 

 

Loss from continuing operations

(124,987)

(80,219)

(121,795)

 (757,056)

 

 

 

 

 

Loss from discontinued operations

 (1,937,912)

 

 

 

 

 

Net loss for the period

(124,987)

(80,219)

(121,795)

 (2,694,968)

 

 

 

 

 

Net loss per share, basic and diluted

(0.01)

 –

 –

 

 

 

 

 

 

Weighted average number of shares outstanding

14,522,727

 35,225,062

 

 28,322,054

 



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


F-3






KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Statements of stockholders’ equity (deficit)

(Expressed in U.S. dollars)


 

Common stock

Additional

paid-in capital

$

Accumulated

other comprehensive income (loss)

$

Deficit accumulated during the development stage

$

Total

$

Number

Amount

$

 

 

 

 

 

 

 

Inception, October23, 2002

 

 

 

 

 

 

 

Issued for cash

1,500,000

9,508

9,508

Foreign currency translation

120

120

Net loss for the period

(25,843)

(25,843)

 

 

 

 

 

 

 

Balance, December 31, 2002

1,500,000

9,508

120

(25,843)

(16,215)

 

 

 

 

 

 

 

Issued for:
Property and equipment

370,409

1

1

Equipment rental

10,769

1

1

Consulting services

46,154

1

1

License

200,000

Foreign currency translation

(22,683)

(22,683)

Net loss for the year

(248,365)

(248,365)

 

 

 

 

 

 

 

Balance, December 31, 2003

2,127,332

9,511

(22,563)

(274,208)

(287,260)

 

 

 

 

 

 

 

Common stock cancelled

(600,000)

(3,802)

(3,802)

Issued for:

 

 

 

 

 

 

Settlement of debt

159,216

26,560

26,560

Settlement of related party debt

32,000

256,160

256,160

Property and equipment

96,679

1

1

Consulting services

312,500

860,000

860,000

Cash

120,000

39,024

39,024

Held for cancellation

1,000,000

Foreign currency translation

(53,445)

(53,445)

Net loss for the year

(1,349,209)

(1,349,209)

 

 

 

 

 

 

 

Balance, December 31, 2004

3,247,727

1,187,454

 (76,008)

(1,623,417)

(511,971)

 

 

 

 

 

 

 

Issued for:

 

 

 

 

 

 

Settlement of related party debt

1,750,000

610,000

610,000

Cash

400,000

100,000

100,000

Foreign currency translation

(2,358)

(2,358)

Net loss for the year

(372,529)

(372,529)

 

 

 

 

 

 

 

Balance, December 31, 2005

5,397,727

1,897,454

(78,366)

(1,995,946)

(176,858)

 

 

 

 

 

 

 

Issued for:

 

 

 

 

 

 

Settlement of debt

75,000

7,500

7,500

Settlement of related party debt

1,000,000

100,000

100,000

Common stock cancelled

(1,000,000)

Foreign currency translation

(68)

(68)

Net loss for the year

(136,089)

(136,089)

 

 

 

 

 

 

 

Balance, December 31, 2006

5,472,727

2,004,954

(78,434)

(2,132,035)

(205,515)

 

 

 

 

 

 

 

Imputed interest

9,527

9,527

Foreign currency translation

(24,451)

(24,451)

Net loss for the year

(93,158)

(93,158)

 

 

 

 

 

 

 

Balance, December 31, 2007

5,472,727

2,004,954

9,527

(102,885)

(2,225,193)

(313,597)




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


F-4







KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Statements of stockholders’ equity (deficit)

(Expressed in U.S. dollars)


 

Common stock

Additional

paid-in capital

$

Accumulated other comprehensive income (loss)

$

Deficit accumulated during the development stage

$

Total

$

Number

Amount

$

 

 

 

 

 

 

 

Balance, December 31, 2007

5,472,727

2,004,954

9,527

(102,885)

(2,225,193)

(313,597)

 

 

 

 

 

 

 

Issued for cash

20,000,000

100,000

100,000

Foreign currency translation

14,622

14,622

Net loss for the year

(142,774)

(142,774)

 

 

 

 

 

 

 

Balance, December 31, 2008

25,472,727

2,104,954

9,527

(88,263)

(2,367,967)

(341,749)

 

 

 

 

 

 

 

Issued for director’s fees

5,000,000

200,000

200,000

Net loss for the year

(121,795)

(121,795)

 

 

 

 

 

 

 

Balance, December 31, 2009

30,472,727

2,304,954

9,527

(88,263)

(2,489,762)

(263,544)

 

 

 

 

 

 

 

Issued to acquire Blue Cree Co., Ltd.

20,000,000

Cancelled

(36,100,000)

Issued for investor relations services

150,000

54,000

54,000

Net loss for the year

(80,219)

(80,219)

 

 

 

 

 

 

 

Balance, December 31, 2010

14,522,727

2,358,954

9,527

(88,263)

(2,569,981)

(289,763)

 

 

 

 

 

 

 

Net loss for the year

-

-

-

-

(124,987)

(124,987)

 

 

 

 

 

 

 

Balance, December 31, 2011

14,522,727

2,358,954

9,527

(88,263)

(2,694,968)

(414,750)








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


F-5





KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Statements of cash flows

(Expressed in U.S. dollars)



 

Year ended

December 31,

2011

$

Year ended

December 31,

2010

$



Year ended

December 31,

2009

$

Accumulated from October 23, 2002

(date of inception) to December 31,

2011

$

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

(124,987)

(80,219)

 (121,795)

(757,056)

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Foreign exchange loss

8,125

 12,785

14,817

Stock-based compensation

54,000

 200,000

254,000

Write-off of loan payable

 (215,280)

(215,280)

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

Prepaid expenses

 15,516

Accounts payable and accrued liabilities

(19,333)

 –

64,616

Due to a related party

107,628

(24,390)

 (9,624)

107,628

 

 

 

 

 

Net cash used in operating activities

(36,692)

(42,484)

 (118,398)

(531,275)

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

Proceeds from loans payable

5,000

 70,405

220,280

Proceeds from issuance of common stock



 –

248,532

Advances from related parties

36,748

38,581

 56,337

982,074

Repayment of related party debt

 (18,008)

(82,076)

 

 

 

 

 

Net cash provided by financing activities

36,748

43,581

 108,734

1,368,810

 

 

 

 

 

Net cash used in discontinued operations

 –

(777,427)

 

 

 

 

 

Effect of exchange rate changes on cash

 –

(58,201)

 

 

 

 

 

Change in cash

56

1,097

 (9,664)

1,907

 

 

 

 

 

Cash, beginning of period

1,851

754

 10,418

 

 

 

 

 

Cash, end of period

1,907

1,851

 754

1,907


Supplemental cash flow information (Note 7)









1.

Nature of Operations and Continuance of Business

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 Penn Biotech Inc. 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 is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. The Company is currently exploring business opportunities.

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 Company has never generated revenues since inception of the development stage and is unlikely generate earnings in the immediate or foreseeable future. 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, 2011, the Company has a working capital deficiency of $414,750 and has accumulated losses of $2,694,968since 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 stock-based compensation 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.




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


F-6



KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Notes to the financial statements

Years ended December 31, 2011 and 2010

(Expressed in U.S. dollars)




2.

Summary of Significant Accounting Policies (continued)

(d)

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, 2011 and 2010, 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 2008 to 2010. 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, 2011, 2010 and 2009, there were no charges for interest or penalties.

(e)

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.

(f)

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.

(g)

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, 2011, 2010 and2009, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.




F-7



KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Notes to the financial statements

Years ended December 31, 2011 and 2010

(Expressed in U.S. dollars)




2.

Summary of Significant Accounting Policies (continued)

(h)

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, accounts payable, accrued liabilities, loan payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is 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.

(i)

Loss per Share

The Company computes 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.




F-8



KBRIDGE ENERGY CORP.

(formerly Blue Marble Media Corp.)

(A development stage company)

Notes to the financial statements

Years ended December 31, 2011 and 2010

(Expressed in U.S. dollars)



2.

Summary of Significant Accounting Policies (continued)

(j)

Recent Accounting Pronouncements

In January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements and Disclosures”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of the applicable standard on January 1, 2011 did not have a material effect on the Company’s financial statements.

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.

(k)

Reclassifications

Certain comparative figures have been reclassified to conform to the current year's presentation.


3.

Agreement with Blue Cree Co., Ltd.

On January 2, 2010, the Company entered into an agreement with Blue Cree Co., Ltd. (“Blue Cree”), a company registered in the Republic of South Korea, whereby the Company would acquire all of the issued and outstanding shares of Blue Cree by issuing 20,000,000 shares of common stock to the shareholders of Blue Cree. Prior to closing, the Company cancelled 16,100,000 shares of common stock as required by the agreement. The agreement closed on April 13, 2010. On December 30, 2010, the agreement was terminated and the 20,000,000 shares of common stock issued to the shareholders of Blue Cree were returned and cancelled.


4.

Loan Payable

As at December 31, 2011, the Company owed $5,000 (2010 – $5,000) to an unrelated party which is non-interest bearing, unsecured, and due on demand.


5.

Related Party Transactions


(a)

As at December 31, 2011, the Company owed $341,101 (2010 – $196,725) to the Chairman of the Company which is non-interest bearing, unsecured, and due on demand.

(b)

During the year ended December 31, 2011, the Company paid rent of $nil (2010 - $nil; 2009 - $15,512) to a company controlled by the Chairman of the Company.


(c)

During the year ended December 31, 2011, the Company incurred management fees of $100,000 (2010 - $nil; 2009 - $200,000) to the Chairman of the Company for services rendered during the year.


6.

Common Stock


Share transactions for the year ended December 31, 2010:


(a)

On April 2, 2010, the Company cancelled 16,100,000 shares of common stock that were returned to the Company as required by the Blue Cree agreement.


6.

Common Stock (continued)


Share transactions for the year ended December 31, 2010 (continued):


(b)

On April 13, 2010, the Company issued 20,000,000 shares of common stock to the shareholders of Blue Cree.


(c)

On June 17, 2010, the Company issued 150,000 shares of common stock with a fair value of $54,000 to an investor relations consultant.


(d)

On December 30, 2010, the Company cancelled the 20,000,000 shares of common stock issued to the Blue Cree shareholders. Refer to Note 3.


7.

Supplemental Cash Flow Information


 

Year ended

December 31, 2011

$



Year ended

December 31, 2010

$



Year ended

December 31, 2009

$

Accumulated from October 23, 2002

(date of inception) to December 31,

2011

$

 

 

 

 

 

Cash paid for interest

Cash paid for income tax

 

 

 

 

 

Non-cash investing and financing activities:

Non-cash investing and financing activities:

 

 

 

 

Shares issued to acquire property and equipment



2

Shares issued to settle debt

34,060

Shares issued to settle related party debt



966,160


8.

Income Taxes


The Company has non-capital losses carried forward of $2,420,760 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 26.5% (2010 – 28.5%; 2009 - 30%). 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:



2011

$

2010

$

2009

$

 

 

 

 

Income tax recovery at statutory rate

(33,122)

(22,862)

(36,539)

 

 

 

 

Changes in enacted tax rates

1,875

(5,885)

4,798

Expiry of non-capital loss

70,784

7,753

Change in valuation allowance

31,247

(42,037)

23,988

 

 

 

 

Provision for income taxes


The significant components of deferred income tax assets and liabilities at December 31, 2011 and 2010, are as follows:

 

2011

$

2010

$

 

 

 

Non-capital losses carried forward

605,190

573,943

 

 

 

Valuation allowance

(605,190)

(573,943)

 

 

 

Net deferred income tax asset


9.

Subsequent Events

(a)

On February 17, 2012, the Company entered into a consulting agreement whereby it will provide advisory consulting services to a company in connection with that company’s negotiations for financing with another company introduced by the Company. In February 2012, the Company received consulting revenue of Cdn$400,000.


(b)

On February 28, 2012, the Company advanced a loan of AUD$30,000 to a private company(the “debtor”) for the purpose of acquiring intangible assets in the form of intellectual property with a view to converting debt to equity by subscribing for shares in the debtor if the patents are successfully acquired by the debtor. The amount advanced is non-interest bearing, unsecured, and due on demand.





F-9





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 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.

 

 

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


October 26, 2012






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