##### Table of Contents



United
States Securities and Exchange Commission
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended October 31, 2005.
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to .
 000-28767
(Commission File Number)
 Sun Oil & Gas Corp.
  Nevada
(State of incorporation)
    
    88-0403070
(IRS Employer Identification No.)1177 West Hastings Street, Suite 1750, Vancouver BC, Canada
(Address of principal executive offices)
    
    V6E 2K3
(Zip Code)
 (604) 683-2220
 þ o
 þ o
  o þ




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INDEX
  
 PagePART I            FINANCIAL INFORMATIONItem 1
    
    Financial Statements.
    
    
    1Item 2
    
    Managements Discussion and Analysis or Plan of Operation.
    
    
    8Item 3
    
    Controls and Procedures.
    
    
    9PART II            OTHER INFORMATIONItem 1
    
    Legal Proceedings.
    
    
    9Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    9Item 3
    
    Defaults Upon Senior Securities.
    
    
    9Item 4
    
    Submission of Matters to a Vote of Security Holders.
    
    
    9Item 5
    
    Other Information.
    
    
    10Item 6
    
    Exhibits.
    
    
    10SIGNATURES
    
    
    11EXHIBIT INDEX
    
    
    12EX-31.1 CEO CERTEX-31.2 CFO CERTEX-32 906 CERT




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 SUN OIL & GAS CORP.
(formerly Gaofeng Gold Corp.)
 October 31,
    
    
    January 312005
    
    
    2005(Unaudited)ASSETSCURRENT ASSETSCash
    
    $
    
    
    
    $
    TOTAL CURRENT ASSETS
    
    
    
    
    
    
    PROPERTY & EQUIPMENT, NET
    
    
    
    
    
    
    TOTAL ASSETS
    
    $
    
    
    
    $
    LIABILITIES & STOCKHOLDERS EQUITY (DIFICIENCY)CURRENT LIABILITIESAccounts Payable
    
    $
    
    
    
    $
    32,302Accrued Interest
    
    
    
    
    
    
    583Accrued Directors Fees
    
    
    
    
    
    
    80,000TOTAL CURRENT LIABILITIES
    
    
    
    
    
    
    112,885LONG  TERM LIABILITIESNotes Payable
    
    
    
    
    
    
    25,000TOTAL LIABILITIES
    
    
    
    
    
    
    137,885STOCKHOLDERS EQUITY( DIFICIENCY)Preferred Stock, $.001 Par Value; Authorized 10,000,000
Shares; Issued and Outstanding, Zero Shares and
400,000 respectively
    
    
    
    
    
    
    400Common Stock, $.001 Par Value; Authorized 200,000,000
Shares; Issued and Outstanding, 32,264,062 and
32,264,062 Respectively
    
    
    32,264
    
    
    
    32,264Additional paid-in capital
    
    
    3,183,191
    
    
    
    3,182,791Retained Earnings (Deficit)
    
    
    (3,215,455
    )
    
    
    (3,353,340
    )Total Stockholders Equity (Deficiency)
    
    
    
    
    
    
    (137,885
    )TOTAL LIABILITIES & STOCKHOLDERS EQUITY
    
    $
    
    
    
    $
    
 1




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##### Table of Contents



SUN OIL & GAS CORP.
(formerly Gaofang Gold)
 FromInceptionOnFor the Three Months
    
    
    For the Nine Months
    
    
    August 20, 1998Ended
    
    
    Ended
    
    
    throughOctober 31,
    
    
    October 31,
    
    
    October 31,2005
    
    
    2004
    
    
    2005
    
    
    2004
    
    
    2005Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    179,619Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    954,988General and Administrative
    
    
    1,000
    
    
    
    1,800
    
    
    
    140,601
    
    
    
    38,490
    
    
    
    2,657,956Total Expenses
    
    
    1,000
    
    
    
    1,800
    
    
    
    140,601
    
    
    
    538,490
    
    
    
    3,612,944Net Loss from Operations
    
    
    (1,000
    )
    
    
    (1,800
    )
    
    
    (140,601
    )
    
    
    (538,490
    )
    
    
    (3,433,325
    )Other Income (Expense)Debt Forgiveness Income
    
    
    279,153
    
    
    
    
    
    
    
    279,153
    
    
    
    
    
    
    
    279,153Interest Expense
    
    
    (167
    )
    
    
    (83
    )
    
    
    (667
    )
    
    
    (167
    )
    
    
    (61,283
    )Total Other Income (Expense)
    
    
    278,986
    
    
    
    (83
    )
    
    
    278,486
    
    
    
    (167
    )
    
    
    217,870Net Income (Loss)
    
    $
    277,986
    
    
    $
    (1,883
    )
    
    $
    137,885
    
    
    $
    (538,657
    )
    
    $
    (3,215,455
    )Income (Loss) per Share
    
    $
    0.01
    
    
    $
    (0.00
    )
    
    $
    0.00
    
    
    $
    (0.04
    )
    
    $
    (0.32
    )Weighted
Average Shares Outstanding
    
    
    32,263,995
    
    
    
    12,409,224
    
    
    
    32,263,995
    
    
    
    12,320,335
    
    
    
    10,172,278
 2




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##### Table of Contents



SUN OIL & GAS CORP.
(formerly Gaofeng Gold Corp.)
 Accumulated(Deficit)Issued
    
    
    Issued
    
    
    
    
    
    
    During thePreferred
    
    
    Preferred
    
    
    Common
    
    
    Common
    
    
    Additional
    
    
    DevelopmentStock
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Paid-In
    
    
    Stage
    
    
    TotalShares
    
    
    Amount$
    
    
    Shares
    
    
    Amount$
    
    
    Capital$
    
    
    $
    
    
    $Balances at August 20, 1998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    -August 1998 - common stock issued
for organization costs at $6,042
    
    
    
    
    
    
    
    
    
    
    942,583
    
    
    
    943
    
    
    
    5,099
    
    
    
    
    
    
    
    6,042January 1999 - stock issued for
cash
    
    
    
    
    
    
    
    
    
    
    165,672
    
    
    
    166
    
    
    
    265,334
    
    
    
    
    
    
    
    265,500Net (Loss) for the year ended
July 31, 1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (96,550
    )
    
    
    (96,550
    )Balance at July 31, 1999
    
    
    
    
    
    
    
    
    
    
    1,108,255
    
    
    
    1,109
    
    
    
    270,433
    
    
    
    (96,550
    )
    
    
    174,992April 2000 - stock issued for cash
    
    
    
    
    
    
    
    
    
    
    32,448
    
    
    
    32
    
    
    
    25,968
    
    
    
    
    
    
    
    26,000Net (Loss) for the year ended
July 31, 2000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (91,992
    )
    
    
    (91,992
    )Balance at July 31, 2000
    
    
    
    
    
    
    
    
    
    
    1,140,703
    
    
    
    1,141
    
    
    
    296,401
    
    
    
    (188,542
    )
    
    
    109,000September 2000 - cancellation of
shares
    
    
    
    
    
    
    
    
    
    
    (374,400
    )
    
    
    (374
    )
    
    
    374
    
    
    
    
    
    
    
    September 2000 - Distribution to
shareholders in spin-off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (95,530
    )
    
    
    (95,530
    )Net (Loss) for the period ended
January 31, 2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,470
    )
    
    
    (13,470
    )Balance at January 31, 2001
    
    
    
    
    
    
    
    
    
    
    766,303
    
    
    
    767
    
    
    
    296,775
    
    
    
    (297,542
    )
    
    
    February 2001 - cancellation of
shares
    
    
    
    
    
    
    
    
    
    
    (550,586
    )
    
    
    (551
    )
    
    
    (125,185
    )
    
    
    
    
    
    
    (125,736
    )October 2001 - stock issued for
services
    
    
    
    
    
    
    
    
    
    
    7,800
    
    
    
    8
    
    
    
    9,992
    
    
    
    
    
    
    
    10,000November 2001 - stock issued for
debt
    
    
    
    
    
    
    
    
    
    
    546,000
    
    
    
    546
    
    
    
    1,257,288
    
    
    
    
    
    
    
    1,257,834December 2001 - stock issued for
rounding
    
    
    
    
    
    
    
    
    
    
    13Net (Loss) for the year ended
January 31, 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,479,963
    )
    
    
    (1,479,963
    )Balance at January 31, 2002
    
    
    
    
    
    
    
    
    
    
    769,530
    
    
    
    770
    
    
    
    1,438,870
    
    
    
    (1,777,505
    )
    
    
    (337,865
    )
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SUN OIL & GAS CORP.
(formerly Gaofeng Gold Corp.)
 Accumulated(Deficit)Issued
    
    
    Issued
    
    
    
    
    
    
    During thePreferred
    
    
    Preferred
    
    
    Common
    
    
    Common
    
    
    Additional
    
    
    DevelopmentStock
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Paid-In
    
    
    Stage
    
    
    TotalShares
    
    
    Amount$
    
    
    Shares
    
    
    Amount$
    
    
    Capital$
    
    
    $
    
    
    $April 2002 - Stock issued for
services
with reference to recission of
acquisition of subsidiary
    
    
    
    
    
    
    
    
    
    
    780,000
    
    
    
    780
    
    
    
    174,220
    
    
    
    
    
    
    
    175,000Shares issued for debt conversion
    
    
    
    
    
    
    
    
    
    
    3,628,950
    
    
    
    3,629
    
    
    
    378,912
    
    
    
    
    
    
    
    382,541October 18, 2002 - stock issued for
rounding
    
    
    
    
    
    
    
    
    
    
    45,502
    
    
    
    45
    
    
    
    1,097
    
    
    
    
    
    
    
    1,142Net (Loss) for the year ended
January 31, 2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (420,936
    )
    
    
    (420,936
    )Balance at January 31, 2003
    
    
    
    
    
    
    
    
    
    
    5,223,982
    
    
    
    5,224
    
    
    
    1,993,099
    
    
    
    (2,198,441
    )
    
    
    (200,118
    )May 2003 - Capital contributed by
shareholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,132
    
    
    
    
    
    
    
    37,132November 2003 - stock issued for
wages
    
    
    
    
    
    
    
    
    
    
    4,680,000
    
    
    
    4,680
    
    
    
    220,320
    
    
    
    
    
    
    
    225,000December 2003 - stock issued for
cash
    
    
    
    
    
    
    
    
    
    
    21,840,000
    
    
    
    21,840
    
    
    
    83,160
    
    
    
    
    
    
    
    105,000Net (Loss) for the year ended
January 31, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,746
    )
    
    
    (69,746
    )Balance at January 31, 2004
    
    
    
    
    
    
    
    
    
    
    31,743,982
    
    
    
    31,744
    
    
    
    2,333,711
    
    
    
    (2,268,187
    )
    
    
    97,268June 2004 - shares issued for
mining license
    
    
    400,000
    
    
    
    400
    
    
    
    520,000
    
    
    
    520
    
    
    
    849,080
    
    
    
    
    
    
    
    850,000November 26, 2004 - stock issued
for
rounding
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (Loss) for the year ended
January 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,085,153
    )
    
    
    (1,085,153
    )Balance at January 31, 2005
    
    
    400,000
    
    
    
    400
    
    
    
    32,263,989
    
    
    
    32,264
    
    
    
    3,182,791
    
    
    
    (3,353,340
    )
    
    
    (137,885
    )October 2005 - preferred shares
cancelled
    
    
    (400,000
    )
    
    
    (400
    )
    
    
    
    
    
    
    
    
    
    
    400Rounding shares
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    400Net Income for the period from
February 1, 2005 through October 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137,885
    
    
    
    137,885Balance at October 31, 2005
    
    
    
    
    
    
    
    
    
    
    32,264,062
    
    
    
    32,264
    
    
    
    3,183,591
    
    
    
    (3,215,455
    )
    
    
    400
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SUN OIL & GAS CORP.
(formerly Gaofeng Gold Corp.)
 FromInception onAugust 20, 1998For the Nine Months
    
    
    throughEnded
    
    
    October 31,2005
    
    
    2004
    
    
    2005Cash Flows from Operating ActivitiesNet Income (Loss)
    
    $
    137,885
    
    
    $
    (538,657
    )
    
    $
    (3,215,455
    )Adjustments to reconcile net loss to
net cash provided by operations:Shares issued for services
    
    
    
    
    
    
    
    
    
    
    246,143Shares issued for accrued wages
    
    
    
    
    
    
    
    
    
    
    165,000Shares issued for debt
    
    
    
    
    
    
    
    
    
    
    382,540Shares issued for accrued interest
    
    
    
    
    
    
    
    
    
    
    19,156Notes payable issued for expenses
    
    
    
    
    
    
    
    
    
    
    1,042,443Depreciation and amortization
    
    
    
    
    
    
    500,000
    
    
    
    1,025,001Increase (Decrease) in accrued
liabilities
    
    
    (80,583
    )
    
    
    30,167
    
    
    
    Decrease (Increase) in receivables
    
    
    
    
    
    
    
    
    
    
    139,239Increase (Decrease) in payables
    
    
    (32,302
    )
    
    
    68
    
    
    
    (1,751
    )Net Cash (Used) Provided by Operating Activities
    
    
    25,000
    
    
    
    (8,422
    )
    
    
    (197,684
    )Cash Flows from Investing ActivitiesCash paid for mining licensing agreement
    
    
    
    
    
    
    (104,988
    )
    
    
    (104,988
    )Cash acquired from subsidiary
    
    
    
    
    
    
    
    
    
    
    9,070Cash contributed in distribution
    
    
    
    
    
    
    
    
    
    
    (1,176
    )Cash paid for property and equipment
    
    
    
    
    
    
    
    
    
    
    (176,722
    )Net Cash (Used) Provided by Investing Activities
    
    
    
    
    
    
    (104,988
    )
    
    
    (273,816
    )Cash Flows from Financing ActivitiesProceeds (payments) from/on notes payable
    
    
    (25,000
    )
    
    
    25,000
    
    
    
    75,000Issued common stock for cash
    
    
    
    
    
    
    
    
    
    
    396,500
 5




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##### Table of Contents



FromInception onAugust 20, 1998For the Nine Months
    
    
    throughEnded
    
    
    October 31,2005
    
    
    2004
    
    
    2005Net Cash (Used) Provided by Financing Activities
    
    
    (25,000
    )
    
    
    25,000
    
    
    
    471,500Net increase (decrease) in cash
    
    
    
    
    
    
    (88,410
    )
    
    
    Beginning Cash
    
    
    
    
    
    
    99,019
    
    
    
    Ending Cash
    
    $
    
    
    
    $
    10,609
    
    
    $
    Supplemental Cash Flow InformationCash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    Non-cash activitiesShares issued for subsidiary
    
    $
    
    
    
    $
    
    
    
    $
    960,000Shares issued for services
    
    $
    
    
    
    $
    
    
    
    $
    246,143Notes payable issued for expenses
    
    $
    
    
    
    $
    
    
    
    $
    1,042,443Shares issued for notes payable
and interest
    
    $
    
    
    
    $
    
    
    
    $
    1,640,374Shares issued for accrued wages
    
    $
    
    
    
    $
    
    
    
    $
    165,000Forgiveness of accounts payable
by shareholder
    
    $
    
    
    
    $
    
    
    
    $
    37,132Shares issued for mining license
    
    $
    
    
    
    $
    
    
    
    $
    850,000
 6




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7




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##### Table of Contents



Item 2. Managements Discussion and Analysis or Plan of Operation.
 Recent Developments
    Plan of Operation
    8




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##### Table of Contents



Off-Balance Sheet Arrangements
  
 Item 3. Controls and Procedures.
   
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  9




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##### Table of Contents



Item 5. Other Information.
  
 Item 6. Exhibits.
 Exhibit
    
    Description31.1
    
    Certification of principal executive officer31.2
    
    Certification of principal financial officer32
    
    Certification pursuant to 18 U.S.C. Section 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 10




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##### Table of Contents



SIGNATURES
  December 2, 2005
    
    SUN OIL & GAS CORP./s/ Zhenggang WangZhenggang WangChairman of the Board &Chief Executive Officer(Principal Executive Officer)/s/ Jian LiuJian LiuChief Financial Officer(Principal Financial Officer)
 11




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description31.1
    
    Certification of principal executive officer31.2
    
    Certification of principal financial officer32
    
    Certification pursuant to 18 U.S.C. Section 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 12