6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]
Published on
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a – 16 OR 15d – 16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of December 2009
Commission
File No. 0-53646
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Eagleford Energy Inc. (formerly Eugenic
Corp.)
|
|
(Registrant’s
name)
|
|
1
King Street West, Suite 1505
|
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Toronto, Ontario, Canada M5H
1A1
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(Address
of principal executive
office)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40F
Form 20-F
x Form
40-F ¨
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
TABLE
OF CONTENTS
1. Eagleford
Energy Inc. Audited Consolidated Financial Statements for the years ended August
31, 2009, 2008 and 2007 as filed on SEDAR on December 31, 2009.
2. Eagleford
Energy Inc. Management’s Discussion and Analysis of Financial Condition and
Operating Results for the year ended August 31, 2009 as filed on SEDAR on
December 31, 2009.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Dated: January
4, 2010
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EAGLEFORD
ENERGY INC.
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||
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By:
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/s/ Sandra Hall
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||
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Name:
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Sandra
Hall
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||
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Title:
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President
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2
ITEM 1
Eagleford
Energy Inc.
(Formerly: Eugenic
Corp.)
Consolidated
Financial Statements
For
the years ended August 31, 2009, 2008 and 2007
(Expressed
in Canadian Dollars)
Contents
|
Auditors'
Report
|
1
|
|
Comments
by Auditors for U.S. Readers on Canada-U.S. Reporting
Difference
|
2
|
|
Consolidated
Financial Statements
|
|
|
Consolidated
Balance Sheets
|
3
|
|
Consolidated
Statements of Loss, Comprehensive Loss and Deficit
|
4
|
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Consolidated
Statements of Shareholders’ Equity (Deficiency)
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5
|
|
Consolidated
Statements of Cash Flows
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6
|
|
Notes
to Consolidated Financial Statements
|
7-30
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Schwartz
Levitsky Feldman llp
CHARTERED
ACCOUNTANTS
LICENSED
PUBLIC ACCOUNTANTS
TORONTO
· MONTREAL
AUDITORS’
REPORT
To the
Shareholders of
Eagleford
Energy Inc.
We have
audited the consolidated balance sheets of Eagleford Energy Inc. (the “Company”)
as at August 31, 2009 and 2008 and the related consolidated statements of loss,
comprehensive loss and deficit, and cash flows for each of the years in the
three year period ended August 31, 2009. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We
conducted our audits in accordance with Canadian generally accepted auditing
standards and 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 consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
In our
opinion, these consolidated financial statements present fairly, in all material
respects, the financial position of the Company as at August 31, 2009 and 2008
and the results of its operations and its cash flows for each of the years in
the three year period ended August 31, 2009 in accordance with Canadian
generally accepted accounting principles which differ in certain respects from
generally accepted accounting principles in the United States (refer to note
16).
/s/
“SCHWARTZ LEVITSKY FELDMAN LLP”
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Toronto,
Ontario, Canada
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Chartered
Accountants
|
|
December 18,
2009
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Licensed
Public Accountant
|
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1167
Caledonia Road
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Toronto,
Ontario M6A 2X1
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Tel: 416
785 5353
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Fax: 416
785 5663
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1
Schwartz
Levitsky Feldman llp
CHARTERED
ACCOUNTANTS
LICENSED
PUBLIC ACCOUNTANTS
TORONTO
· MONTREAL
Comments
by Auditors for U.S. Readers
on
Canada - U.S. Reporting Difference
In the
United States, reporting standards for auditors require the addition of an
explanatory paragraph (following the opinion paragraph) when the consolidated
financial statements are affected by conditions and events that cast substantial
doubt on the Corporation’s ability to continue as a going concern, such as those
described in the summary of significant accounting policies. Our
report to the shareholders dated December 18, 2009 is expressed in accordance
with Canadian reporting standards, which do not permit a reference to such
events and conditions in the auditors’ report when these are adequately
disclosed in the consolidated financial statements.
/s/
“SCHWARTZ LEVITSKY FELDMAN LLP”
|
Toronto,
Ontario, Canada
|
Chartered
Accountants
|
|
December
18, 2009
|
Licensed
Public Accountant
|
|
1167
Caledonia Road
|
|
Toronto,
Ontario M6A 2X1
|
|
Tel: 416
785 5353
|
|
Fax: 416
785 5663
|
2
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Consolidated
Balance Sheets
(Expressed
in Canadian Dollars)
|
August 31
|
2009
|
2008
|
|||||||
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Assets
|
|||||||||
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Current
|
|||||||||
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Cash
and cash equivalents
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$ | 172,905 | $ | 202,726 | |||||
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Marketable
securities (Note 6)
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1 | 1 | |||||||
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Other
receivables
|
20,421 | 5,311 | |||||||
| 193,327 | 208,038 | ||||||||
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Oil
and gas interests (Note 7)
|
407,000 | 448 | |||||||
| $ | 600,327 | $ | 208,486 | ||||||
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Liabilities
and Shareholders’ Equity (Deficiency)
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|||||||||
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Current
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|||||||||
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Accounts
payable (Note 10)
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$ | 152,984 | $ | 71,672 | |||||
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Income
taxes payable (Note 15)
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10,215 | - | |||||||
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Loans
payable (Note 11)
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167,500 | 230,000 | |||||||
| 330,699 | 301,672 | ||||||||
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Long
term
|
|||||||||
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Asset
retirement obligations (Note 8)
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3,634 | - | |||||||
| 334,333 | 301,672 | ||||||||
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Shareholders’
Equity (Deficiency)
|
|||||||||
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Share
capital (Note 9)
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825,386 | 467,604 | |||||||
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Warrants
(Note 9)
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431,134 | 100,875 | |||||||
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Contributed
Surplus (Note 9)
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38,000 | 38,000 | |||||||
|
Deficit
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(1,028,526 | ) | (699,665 | ) | |||||
| 265,994 | (93,186 | ) | |||||||
| $ | 600,327 | $ | 208,486 | ||||||
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Going
concern (Note 1)
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|||||||||
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Related Party Transactions and Balances (Note
10)
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|||||||||
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On
behalf of the Board:
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|||||||||
| (signed) “Sandra J. Hall” Director |
|
||||||||
| (signed) “Milton Klyman” Director |
|
||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
3
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Loss, Comprehensive Loss and Deficit
(Expressed
in Canadian Dollars)
|
For the years ended August
31
|
2009
|
2008
|
2007
|
|||||||||
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Oil
and Gas Operations
|
||||||||||||
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Revenue
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$ | 56,199 | $ | 292 | $ | 637 | ||||||
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Operating
Costs
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83,187 | - | - | |||||||||
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Depletion
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26,638 | 24 | 96 | |||||||||
| 109,825 | 24 | 96 | ||||||||||
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Income
(loss) from oil and gas operations
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(53,626 | ) | 268 | 541 | ||||||||
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Expenses
|
||||||||||||
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Management
fees (Note 10)
|
18,000 | 12,000 | 12,000 | |||||||||
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Office
and general
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5,150 | 253 | 195 | |||||||||
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Professional
fees
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106,770 | 26,608 | 16,973 | |||||||||
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Transfer
and registrar costs
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24,965 | 4,486 | 2,085 | |||||||||
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Head
office services
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16,125 | 14,625 | 13,884 | |||||||||
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Expense
recovery
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- | (7,718 | ) | (5,274 | ) | |||||||
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Write
down of oil and gas interests
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105,805 | 528 | 828 | |||||||||
| 276,815 | 50,782 | 40,691 | ||||||||||
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Operating
loss for the year
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(330,441 | ) | (50,514 | ) | (40,150 | ) | ||||||
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Other
item
|
||||||||||||
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Interest
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1,580 | - | 205 | |||||||||
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Net
loss and comprehensive loss for the year
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(328,861 | ) | (50,514 | ) | (39,945 | ) | ||||||
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Deficit, beginning
of year
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(699,665 | ) | (649,151 | ) | (609,206 | ) | ||||||
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Deficit end of year
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$ | (1,028,526 | ) | $ | (699,665 | ) | $ | (649,151 | ) | |||
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Loss per share, basic and
diluted
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$ | (0.019 | ) | $ | (0.006 | ) | $ | (0.006 | ) | |||
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Weighted
average shares outstanding
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17,646,295 | 7,955,482 | 6,396,739 | |||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
4
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Shareholders’ Equity (Deficiency)
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009 and
2008
|
|
SHARE
CAPITAL
|
WARRANTS
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CONTRIBUTED
|
||||||||||||||||||||||||||
|
Number
|
Amount
|
Number
|
Amount
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SURPLUS
|
DEFICIT
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TOTAL
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||||||||||||||||||||||
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Balance,
August 31, 2007
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6,396,739 | $ | 166,291 | $ | (649,151 | ) | $ | (482,860 | ) | |||||||||||||||||||
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Private
placement
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2,575,000 | 151,313 | 2,575,000 | $ | 100,875 | |||||||||||||||||||||||
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Debt
conversion
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1,500,000 | 150,000 | ||||||||||||||||||||||||||
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Forgiveness
of debt, related party
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$ | 38,000 | ||||||||||||||||||||||||||
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Net
loss for the year
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(50,514 | ) | ||||||||||||||||||||||||||
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Balance
August 31, 2008
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10,471,739 | 467,604 | 2,575,000 | 100,875 | 38,000 | (699,665 | ) | (93,186 | ) | |||||||||||||||||||
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Private
placement
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2,600,000 | 67,600 | 2,600,000 | 62,400 | ||||||||||||||||||||||||
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Private
placement
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1,000,256 | 26,007 | 1,000,256 | 24,006 | ||||||||||||||||||||||||
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Issuance
of units on acquisition of 1354166
Alberta Ltd.
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8,910,564 | 231,675 | 8,910,564 | 213,853 | ||||||||||||||||||||||||
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Debt
settlement
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1,250,000 | 32,500 | 1,250,000 | 30,000 | ||||||||||||||||||||||||
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Net
loss for the year
|
(328,861 | ) | ||||||||||||||||||||||||||
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Balance
August 31, 2009
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24,232,559 | $ | 825,386 | 16,335,820 | $ | 431,134 | $ | 38,000 | $ | (1,028,526 | ) | $ | 265,994 | |||||||||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
5
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Cash Flows
(Expressed
in Canadian Dollars)
|
For the years ended August
31
|
2009
|
2008
|
2007
|
|||||||||
|
Cash
provided by (used in)
|
||||||||||||
|
Operating
activities
|
||||||||||||
|
Net
loss for the year
|
$ | (328,861 | ) | $ | (50,514 | ) | $ | (39,945 | ) | |||
|
Adjustments
to reconcile net loss to net cash
|
||||||||||||
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used
in operating activities:
|
||||||||||||
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Depletion
and accretion
|
26,768 | 24 | 96 | |||||||||
|
Write-down
of oil and gas interests
|
105,805 | 528 | 828 | |||||||||
|
Changes
in non-cash working capital balances:
|
||||||||||||
|
Other
receivables
|
(9,297 | ) | 2,482 | (2,640 | ) | |||||||
|
Accounts
payable
|
33,252 | (2,934 | ) | 41,393 | ||||||||
| (172,333 | ) | (50,414 | ) | (268 | ) | |||||||
|
Investing
activities
|
||||||||||||
|
Oil
and gas interests
|
(10,000 | ) | - | - | ||||||||
|
Cash
and cash equivalents acquired on
|
||||||||||||
|
acquisition
of 1354166 Alberta Ltd.
|
90,499 | - | - | |||||||||
| 80,499 | - | - | ||||||||||
|
Financing
activities
|
||||||||||||
|
Proceeds
from private placements, net
|
180,013 | 252,188 | - | |||||||||
|
Repayment
to note holders pursuant to
|
||||||||||||
|
acquisition
of 1354166 Alberta Ltd.
|
(118,000 | ) | - | - | ||||||||
| 62,013 | 252,188 | - | ||||||||||
|
Increase
(decrease) in cash for the year
|
(29,821 | ) | 201,774 | (268 | ) | |||||||
|
Cash,
beginning of year
|
202,726 | 952 | 1,220 | |||||||||
|
Cash, end of year
|
$ | 172,905 | $ | 202,726 | $ | 952 | ||||||
|
Non-cash
transactions
|
||||||||||||
|
Acquisition
of subsidiary
|
$ | 445,528 | - | - | ||||||||
|
Issuance
of units on acquisition of subsidiary
|
$ | (445,528 | ) | - | - | |||||||
|
Shares
issued to settle debt
|
$ | 62,500 | $ | 150,000 | - | |||||||
|
Forgiveness of debt
|
- | $ | 38,000 | - | ||||||||
|
Cash
consists of:
|
||||||||||||
|
Cash
|
$ | 72,392 | $ | 202,726 | $ | 952 | ||||||
|
Cash
equivalents
|
100,513 | - | - | |||||||||
| $ | 172,905 | $ | 202,726 | $ | 952 | |||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
6
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
1.
|
Nature
of Business
|
The
Company's business focus consists of acquiring, exploring and developing oil and
gas interests. The recoverability of the amount shown for these properties is
dependent upon the existence of economically recoverable reserves, the ability
of the Company to obtain the necessary financing to complete exploration and
development, and future profitable production or proceeds from disposition of
such property. In
addition the Company holds a 0.3% net smelter return royalty on 8 mining claim
blocks located in Red Lake, Ontario which is carried on the consolidated balance
sheets at nil.
Going
Concern
These
consolidated financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the payment of liabilities in
the ordinary course of business. The Company plans to obtain additional
financing by way of debt or the issuance of common shares or some other means to
service its current working capital requirements, any additional or unforeseen
obligations or to implement any future opportunities. Should the Company be
unable to continue as a going concern, it may be unable to realize the carrying
value of its assets and to meet its liabilities as they become due. These
consolidated financial statements do not include any adjustments for this
uncertainty.
The
Company has accumulated losses and cash flows from operations are negative which
raises doubt as to the validity of the going concern assumption. As at August
31, 2009, the Company had a working capital deficiency of $137,372 and an
accumulated deficit of $1,028,526. Management of the Company does not have
sufficient funds to meet its liabilities for the ensuing twelve months as they
fall due. In assessing whether the going concern assumption is appropriate,
management takes into account all available information about the future, which
is at least, but not limited to, twelve months from the end of the reporting
period. The Company's ability to continue operations and fund its liabilities is
dependent on management's ability to secure additional financing and cash flow.
Management is pursuing such additional sources of financing and cash flow and
while it has been successful in doing so in the past, there can be no assurance
it will be able to do so in the future. Management is aware, in making its
assessment, of material uncertainties related to events or conditions that may
cast significant doubt upon the entity's ability to continue as a going concern.
Accordingly, they do not give effect to adjustments that would be necessary
should the Company be unable to continue as a going concern and therefore to
realize its assets and liquidate its liabilities and commitments in other than
the normal course of business and at amounts different from those in the
accompanying consolidated financial statements.
|
2.
|
Significant
Accounting Policies
|
These
consolidated financial statements of Eagleford Energy Inc. have been prepared in
accordance with accounting principles generally accepted in Canada. The
preparation of our consolidated financial statements in accordance with US GAAP
have resulted in differences to the consolidated balance sheet and the
consolidated statement of loss, comprehensive loss and deficit from the
consolidated financial statements prepared using Canadian GAAP (see Note
16).
Principles
of Consolidation
The
consolidated financial statements include the accounts of Eagleford Energy
Inc.("Eagleford or the “Company"), the legal parent, together with its
wholly-owned subsidiaries, 1406768 Ontario Ltd. and 1354166 Alberta Ltd. All
material inter-company transactions have been eliminated.
7
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
2.
|
Significant
Accounting
Policies (cont’d)
|
Marketable
Securities
At each
financial reporting period, the Company estimates the fair value of investments
which are held-for-trading, based on quoted closing bid prices at the
consolidated balance sheet dates or the closing bid price on the last day the
security traded if there were no trades at the consolidated balance sheet dates
and such valuations are reflected in the consolidated financial statements. The
resulting values for unlisted securities whether of public or private issuers,
may not be reflective of the proceeds that could be realized by the Company upon
their disposition. The fair value of the securities at August 31, 2009 was $1
(2008 - $1).
Cash
and Cash Equivalents
The
Company classified cash, redeemable investment deposits, and deposits with
original maturities less than or equal to three months as cash and cash
equivalents.
Oil
and Gas Interests
The
Company follows the successful efforts method of accounting for its oil and gas
interest. Under this method, costs related to the acquisition,
exploration, and development of oil and gas interests are capitalized. The
Company carries as an asset, exploratory well costs if a) the well found a
sufficient quantity of reserves to justify its completion as a producing well
and b) the Company is making sufficient progress assessing the reserves and the
economic and operating viability of the project. If a property is not productive
or commercially viable, its costs are written off to
operations. Impairment of non-producing properties is assessed based
on management's expectations of the properties.
Costs
capitalized, together with the costs of production equipment, are depleted on
the unit-of-production method based on the estimated proved
reserves.
Proved
oil and gas properties held and used by the Company are reviewed for impairment
whenever events and circumstances indicate that the carrying amounts may not be
recoverable. Impairments are measured by the amount by which the asset’s
carrying value exceeds its fair value and is included in the determination of
net income for the year.
Revenue
Recognition
Revenues
associated with the sale of crude oil and natural gas are recorded when the
title passes to the customer. The customer has assumed the risks and rewards of
ownership, prices are fixed or determinable and collectability is reasonably
assured. The
Company does not enter into ongoing arrangements whereby it is required to
repurchase its products, nor does the Company provide the customer with a right
of return.
Royalties
As is
normal to the industry, the Company's future production is subject to crown
royalties. These amounts are reported net of related tax
credits.
8
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
2.
|
Significant
Accounting
Policies (cont’d)
|
Environmental and Site
Restoration Costs
The
Company recognizes an estimate of the liability associated with an asset
retirement obligation (“ARO”) in the financial statements at the time the
liability is incurred. The estimated fair value of the ARO is recorded as a
long-term liability with a corresponding increase in the carrying amount of the
related asset. The capitalized amount is depleted on a straight-line basis over
the estimated life of the asset. The liability amount is increased each
reporting period due to the passage of time and the amount of accretion to
operations in the period. The ARO can also increase or decrease due to changes
in the estimates of timing of cash flows or changes in the original estimated
undiscounted cost. Actual costs incurred upon settlement of the ARO are charged
against the ARO to the extent of the liability recorded.
Ceiling
Test
The
Company performs a ceiling test calculation in accordance with the Canadian
Institute of Chartered Accountants’ successful efforts method guidelines,
including an impairment test on undeveloped properties. The recovery of costs is
tested by comparing the carrying amount of the oil and natural gas assets to the
reserves report. If the carrying amount exceeds the recoverable amount, then
impairment would be recognized on the amount by which the carrying amount of the
assets exceeds the present value of expected cash flows using proved plus
probable reserves and expected future prices and costs. At August 31, 2009 the
Company recorded an impairment of $105,805 (2008 - $528).
Foreign
Currencies
Assets
and liabilities denominated in currencies other than Canadian dollars are
translated at exchange rates in effect at the balance sheet date. Revenue and
expense items are translated at the average rates of exchange for the year.
Exchange gains and losses are included in the determination of net income for
the year.
Financial
Instruments
The
Company's financial instruments consist of certain instruments with short term
maturities. It is management's opinion that the Company is not
exposed to any significant interest rate or credit risks arising from these
financial instruments. The fair value of short term financial
instruments approximates the carrying value. All of the Company's
cash is held at one major financial institution.
Accounting
Estimates
The
preparation of the consolidated financial statements in conformity with Canadian
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and the
disclosures of revenues and expenses for the reported year. Actual
results may differ from those estimates.
The
amounts recorded for depletion and amortization of oil and gas properties and
the valuation of these properties, are based on estimates of proved and probable
reserves, production rates, oil and gas prices, future costs and other relevant
assumptions. The effect on the consolidated financial statements of
changes in estimates in future periods could be significant.
9
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
2.
|
Significant
Accounting
Policies (cont’d)
|
Income
Taxes
The
Company accounts for income taxes under the asset and liability
method. Under this method, future income tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between financial reporting and tax bases of assets and liabilities and
available loss carry forwards and are measured using the substantively enacted
tax rates and laws that will be in effect when the differences are expected to
be reversed. A valuation allowance is established to reduce tax
assets if it is more likely than not that all or some portions of such tax
assets will not be realized.
Non-Monetary
Transactions
Transactions
in which shares or other non-cash consideration are exchanged for assets or
services are measured at the fair value of the assets or services involved in
accordance with Section 3830 (“Non-monetary Transactions”) of the Canadian
Institute of Chartered Accountants Handbook (“CICA Handbook”).
Stock-Based
Compensation
The
Company has a stock option plan. The fair value method of accounting is used to
account for stock options granted to directors, officers and employees whereby
the fair value of options granted is recorded as a compensation expense in the
consolidated financial statements. Compensation expense is based on the
estimated fair value at the time of the grant and recognized over the vesting
period of the option. Upon exercise of the options, the amount of the
consideration paid together with the amount previously recorded in contributed
surplus is recorded as an increase in share capital.
Loss
Per Share
Basic
loss per share is calculated by dividing the loss for the year by the weighted
average number of common shares outstanding during the year. Diluted loss per
share is computed using the treasury stock method. Under this method, the
diluted weighted average number of shares is calculated assuming the proceeds
that arise from the exercise of stock options and other dilutive instruments are
used to repurchase the Company’s shares at their weighted average market price
for the period.
|
3.
|
Change
in Accounting Policy and Future Accounting
Changes
|
(a)
Accounting Changes
During
2007, the Company adopted the revised CICA Section 1506, “Accounting Changes”,
which provides expanded disclosures for changes in accounting policies,
accounting estimates and corrections of errors. Under the new standard,
accounting changes should be applied retrospectively unless otherwise permitted
or where impracticable to determine. As well, voluntary changes in accounting
policy are made only when required by a primary source of GAAP or when the
change results in more relevant and reliable information. The impact that the
adoption of Section 1506 will have on the Company’s results of operations and
financial condition will depend on the nature of future accounting
changes.
10
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
3.
|
Change
in Accounting Policy and Future Accounting Changes
(cont’d)
|
(b)
Comprehensive Income (Loss) and Deficit
During
2007, the Company adopted the CICA Section 1530, “Comprehensive Income”. Under
the new standards, a new statement, the Statement of Comprehensive Income
(Loss), has been introduced that will provide for certain gains and losses
arising from changes in fair value, to be temporarily recorded outside the
income statement. Upon adoption of Section 1530, the Company incorporated the
new required Statement of Comprehensive Loss by creating “Consolidated Statement
of Loss, Comprehensive Loss, and Deficit”. The application of this revised
standard did not result in comprehensive loss being different from net loss for
the periods presented. Should the Company recognize any other comprehensive loss
in the future, the cumulative changes in other comprehensive loss would be
recognized in Accumulated Other Comprehensive Loss, which would be presented as
a new category within shareholders’ deficiency on the consolidated balance
sheets.
(c)
Financial Instruments
During
2007, the Company adopted Section 3855, “Financial Instruments – Recognition and
Measurement”, and Section 3861 “Financial Instruments – Disclosure and
Presentation”. All financial instruments, including derivatives, are to be
included in the Company’s Consolidated Balance Sheets and measured, in most
cases, at fair value upon initial recognition. Measurement in subsequent periods
depends on whether the financial instrument has been classified as
held-for-trading, available-for-sale, held-to-maturity, loans or receivables, or
other financial liabilities. Financial assets and financial liabilities held-for
trading are measured at fair value with changes in those fair values recognized
in net earnings. Financial assets held-to-maturity, loans and receivables, and
other financial liabilities are measured at amortized cost using the effective
interest method of amortization. Investments in equity instruments classified as
available-for-sale that do not have a quoted market price in an active market
are measured at the lower of cost and the carrying value. The financial
instruments recognized on the Company’s consolidated balance sheets are deemed
to approximate their estimated fair values, therefore no further adjustments
were required upon adoption of the new section. The Company has
designated its cash as held-for-trading which is measured at fair value and its
marketable securities have been designated as available-for-sale. All other
financial assets were classified as loans or receivables. All financial
liabilities were classified as other liabilities.
(d)
Hedges
During
fiscal 2008 the Company adopted CICA Section 3865, “Hedges” which specifies
circumstances under which hedge accounting is permissible and how hedge
accounting may be performed. The Company currently does not have any
hedges.
11
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
3.
|
Change
in Accounting Policy and Future Accounting
Changes (cont’d)
|
(e)
Financial Instruments – Disclosures and Presentation
During
fiscal 2008, the Company adopted CICA Section 3862, “Financial Instruments –
Disclosures” and Section 3863, “Financial Instruments–Presentation”, which will
replace Section 3861, “Financial Instruments – Disclosure and Presentation”.
These new sections 3862 (on disclosures) and 3863 (on presentation) replace
Section 3861, revising and enhancing its disclosure requirements, and carrying
forward unchanged its presentation requirements. Section 3862 complements the
principles recognizing measuring and presenting financial assets and financial
liabilities in Financial Instruments. Section 3863 deals with the classification
of financial instruments, from the perspective of the issuer, between
liabilities and equity, the classification of related interest, dividends,
losses and gains, and the circumstances in which financial assets and financial
liabilities are offset (see Note 13).
(f)
Capital Disclosures
During
fiscal 2008, the Company adopted CICA 1535, “Capital Disclosures”. This new
pronouncement establishes standards for disclosing information about an entity’s
capital and how it is managed. Section 1535 also requires the disclosure of any
externally-imposed capital requirements, whether the entity has complied with
them, and if not, the consequences (see Note 14).
(g)
Inventories
During
fiscal 2008 the Company adopted CICA Section 3031, “Inventories” which replaced
Section 3030 and establishes new standards for the measurement and disclosure of
inventories. The main features of the new Section are as follows:
· Measurement
of inventories at the lower of cost and net realizable value
· Consistent
use of either first-in, first-out or a weighted average cost formula to measure
cost
· Reversal
of previous write-down to net realizable value when there is a subsequent
increase to the value of inventories.
This new
standard did not have an impact on the Company’s financial
statements.
(h)
Future Accounting Changes
The CICA
issued a new accounting standard, Section 3064, “Goodwill and Intangible
Assets”. This section replaces Section 3062, “Goodwill and Other Intangible
Assets” and Section 3450, “Research and Development Costs”. Various changes have
made to other sections of the CICA Handbook for consistency purposes. Section
3064 establishes standards for the recognition, measurement, presentation and
disclosure of goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises. Standards concerning goodwill are
unchanged from the standards included in the previous Section 3062. The new
section will be applicable to financial statements relating to fiscal years
beginning on or after October 1, 2008. Accordingly, the Company will adopt the
new standards for its fiscal year beginning September 1, 2009. The Company is
currently assessing the impact that the adoption of this standard will have on
its financial statements.
12
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
3.
|
Change
in Accounting Policy and Future Accounting
Changes (cont’d)
|
|
(h)
|
Future
Accounting
Changes (cont’d)
|
The CICA
has amended Section 1400, “General Standard of Financial Statement Presentation”
which is effective for annual and interim financial periods beginning on or
after October 1, 2008 to include requirements to assess and disclose the
Company’s ability to continue as a going concern. The adoption of this new
section is not expected to have an impact on the Company’s financial
statements.
Business
Combinations, Consolidated Financial Statements and Non-controlling Interests –
The CICA issued three new accounting standards in January 2009: section 1582,
Business Combinations,
section 1601, Consolidated
Financial Statements, and section 1602, Non-controlling interests.
These new standards will be effective for fiscal years beginning on or after
January 1, 2011. The Company is in the process of evaluating the requirements of
the new standards.
Section
1582 replaces section 1581, and establishes standards for the accounting for a
business combination. It provides the Canadian equivalent to International
Financial Reporting Standard IFRS 3 – Business Combinations. The section
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after January 1, 2011.
Sections
1601 and 1602 together replace 1600 – Consolidated Financial Statements.
Section 1601, establishes standards for the preparation of consolidated
financial statements. Section 1601 applies to interim and annual consolidated
financial statements relating to fiscal years beginning on or after January 1,
2011.
Section
1602 establishes standards for accounting for a non-controlling interest in a
subsidiary in consolidated financial statements subsequent to a business
combination. It is equivalent to the corresponding provisions of International
Financial Reporting Standard IAS 27 - Consolidated and Separate Financial
Statements and applies to interim and annual consolidated financial
statements relating to fiscal years beginning on or after January 1,
2011.
In
February 2008, the Accounting Standards Board “(AcSB)” confirmed that the use of
IFRS will be required in 2011 for publicly accountable enterprises in Canada. In
April 2008, the AcSB issued an IFRS Omnibus Exposure Draft proposing that
publicly accountable enterprises be required to apply IFRS, in full and without
modification, for fiscal years beginning on or after January 1, 2011. The
adoption date of September 1, 2011 for this company will require the
restatement, for comparative purposes, of amounts reported by the Company for
its year ended August 31, 2011, and of the opening balance sheet as at September
1, 2010. The AcSB proposes that CICA Handbook Section, Accounting Changes, paragraph
1506.30, which would require an entity to disclose information relating to a new
primary source of GAAP that has been issued but is not yet effective and that
the entity has not applied, not be applied with respect to the IFRS Omnibus
Exposure Draft. The Company is continuing to assess the financial reporting
impacts of the adoption of IFRS and, at this time, the impact on future
financial position and results of operations is not reasonably determinable or
estimable. The Company does anticipate a significant increase in disclosure
resulting from the adoption of IFRS and is continuing to assess the level of
disclosure required, as well as system changes that may be necessary to gather
and process the required information.
13
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
4.
|
Business
Combination
|
On
February 27, 2009, Eagleford acquired the issued and outstanding shares of
1354166 for total consideration of $445,528 satisfied by the issuance of
8,910,564 units of the Company at $0.05 per unit. Each unit consists
of one common share and one common share purchase warrant exercisable at $0.07
to purchase one common share until February 27, 2014. Following the
closing, the Company paid to note holders of 1354166 the amount of $118,000 by
cash payment. The acquisition was accounted for using the purchase
method of accounting where the Company is identified as the acquirer. The
purchase price allocation to the fair values of the assets and liabilities
acquired is estimated as at February 27, 2009 as follows:
|
(i) Consideration:
|
||||
|
Issuance
of 8,910,564 Eugenic units at $0.05 per unit
|
$ | 445,528 | ||
|
Transaction
costs
|
10,000 | |||
|
Total
consideration
|
$ | 455,528 | ||
|
Allocated to:
|
||||
|
Oil
and gas interests
|
538,995 | |||
|
Notes
payable and working capital deficit
|
(79,963 | ) | ||
|
Asset
retirement obligation
|
(3,504 | ) | ||
|
Net
assets acquired
|
$ | 455,528 | ||
|
Incurred
transaction costs:
|
||||
|
Financial
advisory, legal and other expenses
|
$ | 10,000 | ||
The above
purchase price allocation has been determined from information available to the
management of Eagleford Energy Inc. The allocation of the purchase price to the
assets and liabilities of 1354166 Alberta Ltd. have been obtained and the final
fair values of the assets and liabilities have been determined. The results of
operations from this acquisition are included effective February 27,
2009.
|
5.
|
Segmented
Information
|
The
Company’s only segment is oil and gas exploration and production. All reportable
segments are located in Canada.
|
6.
|
Marketable
Securities
|
|
2009
|
2008
|
|||||||
|
Investments
in quoted companies
|
||||||||
|
(market
value $1 (2008 - $1))
|
$ | 1 | $ | 1 | ||||
14
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
7.
|
Oil
and Gas Interests
|
|
2009
|
2008
|
|||||||
|
Net
book value at September 1
|
$ | 448 | $ | 1,000 | ||||
|
Acquisition
of 1354166 Alberta Ltd.
|
538,995 | - | ||||||
|
Depletion
|
(26,638 | ) | (24 | ) | ||||
|
Write
down of oil and gas interests
|
(105,805 | ) | (528 | ) | ||||
| $ | 407,000 | $ | 448 | |||||
The
Company’s has a 0.5% non convertible gross overriding royalty in a natural gas
well located in the Haynes area of Alberta and a 5.1975% interest in a natural
gas unit located in the Botha area of Alberta, Canada.
The
Company performed a ceiling test calculation at August 31, 2009 using forecast
prices and costs to assess the potential impairment of its oil and gas
properties. The oil and gas future prices are based on the commodity price
forecast of the Company’s independent reserve evaluators. The following table
summarizes the benchmark prices used in the ceiling test
calculation:
|
Year
|
WTI
Cushing
Oklahoma
($US/bbl)
|
Edmonton
Par Price
40o API
($Cdn/bbl)
|
Cromer
Medium
29.3o API
($Cdn/bbl)
|
Natural Gas
AECO Gas
Prices
($Cdn/MMBtu)
|
Pentanes
Plus F.O.B.
Field Gate
($Cdn/bbl)
|
Butanes
F.O.B.
Field Gate
($Cdn/bbl)
|
Inflation
Rate
(%/Yr)
|
Exchange
Rate
($US/$Cdn)
|
||||||||||||||||||||||||
|
2009
|
71.47 | 77.61 | 73.73 | 3.65 | 79.48 | 54.95 |
2.0
|
0.90 | ||||||||||||||||||||||||
|
2010
|
77.03 | 83.76 | 78.74 | 5.50 | 85.78 | 62.43 |
2.0
|
0.90 | ||||||||||||||||||||||||
|
2011
|
80.20 | 87.27 | 80.28 | 6.44 | 89.37 | 65.04 |
2.0
|
0.90 | ||||||||||||||||||||||||
|
2012
|
84.62 | 89.62 | 81.55 | 6.78 | 91.78 | 66.80 |
2.0
|
0.925 | ||||||||||||||||||||||||
|
2013
|
92.01 | 94.97 | 85.48 | 7.50 | 97.27 | 70.79 |
2.0
|
0.950 | ||||||||||||||||||||||||
|
2014
and thereafter escalated at 2%
|
||||||||||||||||||||||||||||||||
At August
31, 2009 the Company recorded an impairment of $105,805 (2008 -
$528).
|
8.
|
Asset
Retirement Obligation
|
The
Company’s asset retirement obligations result from net ownership interests in
natural gas assets including well sites, gathering systems and processing
facilities. The Company estimates the total undiscounted amount of cash flows
required to settle its asset retirement obligations at August 31, 2009 was
approximately $8,840, which will be incurred between 2009 and 2026 (2008 – Nil).
A credit-adjusted risk-free rate of 7 percent and an annual inflation rate of 5
percent were used to calculate the future asset retirement
obligation.
|
2009
|
2008
|
|||||||
|
Balance,
beginning of period
|
$ | - | $ | - | ||||
|
Liabilities
assumed on acquisition of 1354166 Alberta Ltd
|
3,504 | - | ||||||
|
Accretion
expense
|
130 | - | ||||||
|
Balance,
August 31, 2009
|
$ | 3,634 | $ | - | ||||
15
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
9.
|
Share
Capital and Contributed Surplus
|
Authorized:
Unlimited
number of common shares
Unlimited
non-participating, non-dividend paying, voting redeemable preference
shares
Issued:
|
Common
Shares
|
Number
|
Amount
|
||||||
|
Balance
at August 31, 2007
|
6,396,739 | $ | 166,291 | |||||
|
April
14, 2008, private placement (note a)
|
2,575,000 | 151,313 | ||||||
|
April
14, 2008 debt conversion (note b)
|
1,500,000 | 150,000 | ||||||
|
Balance
at August 31, 2008
|
10,471,739 | $ | 467,604 | |||||
|
February
5, 2009 private placement (note c)
|
2,600,000 | 67,600 | ||||||
|
February
25, 2009 private placement (note d)
|
1,000,256 | 26,007 | ||||||
|
February
27, 2009 acquisition (note e)
|
8,910,564 | 231,675 | ||||||
|
February
27, 2009 debt settlement (note f)
|
1,250,000 | 32,500 | ||||||
|
Balance
at August 31, 2009
|
24,232,559 | $ | 825,386 | |||||
|
(a)
|
On
April 14, 2008 the Company completed a non-brokered private placement of
2,575,000 units at a purchase price of $0.10 per unit for gross proceeds
of $257,500 (proceeds net of issue costs $252,188). Each unit was
comprised of one common share and one common share purchase
warrant. Each warrant is exercisable until April 14, 2011, to
purchase one common share at a purchase price of $0.20 per
share.
|
|
(b)
|
On
April 14, 2008 the Company entered into agreements to convert debt in the
amount of $150,000 through the issuance of 1,500,000 shares at an
attributed value of $0.10 per share. (see Note
10).
|
|
(c)
|
On
February 5, 2009, the Company completed a non-brokered private placement
of 2,600,000 units at a purchase price of $0.05 per unit for gross
proceeds of $130,000. Each unit was comprised of one common share and one
common share purchase warrant. Each warrant is exercisable
until February 5, 2014, to purchase one common share at a purchase price
of $0.07 per share.
|
|
(d)
|
On
February 25, 2009, the Company completed a non-brokered private placement
of 1,000,256 units at a purchase price of $0.05 per unit for gross
proceeds of approximately $50,013. Each unit was comprised of one common
share and one common share purchase warrant. Each warrant is
exercisable until February 25, 2014 to purchase one common share at a
purchase price of $0.07 per share.
|
|
(e)
|
On
February 27, 2009, Eugenic acquired the issued and outstanding shares of
1354166 Alberta Ltd. for total consideration of $445,528 satisfied by the
issuance of 8,910,564 units of the Company at $0.05 per
unit. Each unit consists of one common share and one common
share purchase warrant exercisable at $0.07 to purchase one common share
until February 27, 2014.
|
16
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
9.
|
Share
Capital and Contributed
Surplus (cont’d)
|
|
(f)
|
On
February 27, 2009, the Company entered into an agreement with a
non-related party, to settle debt in the amount of $62,500 through the
issuance of a total of 1,250,000 units at an attributed value of $0.05 per
unit. Each unit was comprised of one common share and one
common share purchase warrant. Each warrant is exercisable
until February 27, 2014 to purchase one common share at a purchase price
of $0.07 per share.
|
|
Warrants
|
Number
|
Exercise
Price
|
Expiry
Date
|
Amount
|
|||||||||
|
Balance
at August 31, 2007
|
Nil
|
Nil
|
Nil
|
||||||||||
|
April
14, 2008, private placement (note a)
|
2,575,000 | $ | 0.20 |
April 14, 2011
|
$ | 100,875 | |||||||
|
Balance
at August 31, 2008
|
2,575,000 | $ | 0.20 |
April
14, 2011
|
$ | 100,875 | |||||||
|
February
5, 2009 private placement (note c)
|
2,600,000 | $ | 0.07 |
February
5, 2014
|
62,400 | ||||||||
|
February
25, 2009 private placement (note d)
|
1,000,256 | $ | 0.07 |
February
25, 2014
|
24,006 | ||||||||
|
February
27, 2009 acquisition (note e)
|
8,910,564 | $ | 0.07 |
February
27, 2014
|
213,853 | ||||||||
|
February
27, 2009 debt settlement (note f)
|
1,250,000 | $ | 0.07 |
February
27, 2014
|
30,000 | ||||||||
|
Balance
at August 31, 2009
|
16,335,820 | $ | 431,134 | ||||||||||
The fair
value of the warrants issued during the year ended August 31, 2009 and 2008 were
estimated using the Black-Scholes pricing model, using the following
assumptions:
|
2009
|
2008
|
|||||||
|
Fair
value per warrant
|
$ | 0.05 | $ | 0.06 | ||||
|
Risk-free
interest rate
|
3 | % | 3 | % | ||||
|
Expected
volatility
|
170 | % | 129 | % | ||||
|
Expected
life (years)
|
4 | 3 | ||||||
|
Weighted Average Shares
Outstanding
|
2009
|
2008
|
2007
|
|||||||||
|
Weighted
average shares outstanding, basic
|
17,646,295 | 7,955,482 | 6,396,739 | |||||||||
|
Dilutive
effect of warrants
|
9,749,557 | 1,009,467 | - | |||||||||
|
Weighted
average shares outstanding, diluted
|
27,395,852 | 8,964,949 | 6,396,739 | |||||||||
The
effects of any potential dilutive instruments on loss per share related to the
outstanding warrants are anti-dilutive and therefore have been excluded from the
calculation of diluted loss per share.
Stock
Option Plan
The
Company has a stock option plan to provide incentives for directors, officers
and consultants of the Company. The maximum number of shares, which
may be set aside for issuance under the stock option plan, is 1,275,000 common
shares. To date, no options have been issued.
17
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
9.
|
Share
Capital and Contributed
Surplus (cont’d)
|
Contributed
Surplus
As part
of the April 14, 2008 debt conversion, Ms. Hall the President of the Company
converted $50,000 of debt through the issuance of 500,000 common shares at an
attributed value of $0.10 per share and forgave $38,000 of debt owed to her by
the Company, which was recorded as an increase to contributed
surplus.
|
10.
|
Related
Party Transactions and Balances
|
The
following transactions with an individual related to the Company which arose in
the normal course of business have been accounted for at the exchange amount
being the amount agreed to by the related parties, which approximates the arms
length equivalent value:
|
2009
|
2008
|
2007
|
||||||||||
|
Management
fees to the President and Director of the Company
|
$ | 18,000 | $ | 12,000 | $ | 12,000 | ||||||
The
following balances owing to an individual related to the Company are included in
accounts payable and advances payable and are unsecured, non-interest
bearing and due on demand:
|
2009
|
2008
|
2007
|
||||||||||
|
Management
fees to the President and Director of the Company
|
$ | 14,700 | $ | 6,000 | $ | 82,000 | ||||||
Beginning
May 1, 2009 the Company increased the management fee from $1,000 to $2,500 per
month to the President of the Company.
On
February 5, 2009, a corporation in which the Company’s President has voting and
investment power, acquired 1,600,000 Units at a price of $0.05 per unit.
Each unit was comprised of one common share and one common share purchase
warrant. Each warrant is exercisable until February 5, 2014, to purchase
one common share at a purchase price of $0.07 per share.
On
February 25, 2009, the Company’s President acquired 600,000 Units at a price of
$0.05 per Unit. Each unit was comprised of one common share and one common
share purchase warrant. Each warrant is exercisable until February 25,
2014 to purchase one common share at a purchase price of $0.07 per
share.
On
February 25, 2009, a director of the Company acquired 50,000 Units at a price of
$0.05 per Unit. Each unit was comprised of one common share and one common
share purchase warrant. Each warrant is exercisable until February 25,
2014 to purchase one common share at a purchase price of $0.07 per
share.
On
February 27, 2009, Eugenic acquired the issued and outstanding shares of 1354166
Alberta Ltd. for total consideration of $445,528 satisfied by the issuance of
8,910,564 units of the Company at $0.05 per unit. Following the
closing, the Company paid to note holders of 1354166 the amount of $118,000 by
cash payment.
18
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
11.
|
Loans
Payable
|
The loans
payable in the amount of $167,500 are unsecured, non-interest bearing and
repayable on demand. The amount of $110,000 is due to an arms length party.
On February 27, 2009, the Company entered into an agreement to settle
$62,500 of the $120,000 loan through the issuance of a total of 1,250,000 units
at an attributed value of $0.05 per unit. Each unit was comprised of
one common share and one common share purchase warrant. Each warrant
is exercisable until February 27, 2014 to purchase one common share at a
purchase price of $0.07 per share. The balance of the loan payable to a
shareholder is $57,500.
|
12.
|
Seasonality
and Trend Information
|
The
Company’s oil and gas operations is not a seasonal business, but increased
consumer demand or changes in supply in certain months of the year can influence
the price of produced hydrocarbons, depending on the circumstances. Production
from the Company’s oil and gas properties is the primary determinant for the
volume of sales during the year.
There are
a number of trends that have been developing in the oil and gas industry during
the past several years that appear to be shaping the near future of the
business.
The first
trend is the volatility of commodity prices. Natural gas is a commodity
influenced by factors within North America. A tight supply demand balance for
natural gas causes significant elasticity in pricing, whereas higher than
average storage levels tend to depress natural gas pricing. Drilling activity,
weather, fuel switching and demand for electrical generation are all factors
that affect the supply-demand balance. Recently, liquefied natural gas shipments
to North America have also resulted in natural gas supply and natural gas
pricing being based more on factors other than supply and demand in North
America. Changes to any of these or other factors create price
volatility.
Crude oil
is influenced by the world economy, Organization of the Petroleum Exporting
Countries' ("OPEC") ability to adjust supply to world demand and weather.
Political events also trigger large fluctuations in price levels. The current
global financial crisis has reduced liquidity in financial markets thereby
restricting access to financing and has caused significant volatility to
commodity prices. Petroleum prices are expected to remain volatile for the
remainder of 2009 as a result of market uncertainties over the supply and demand
of these commodities due to the current state of the world economies, OPEC
actions and the ongoing global credit and liquidity concerns.
The
impact on the oil and gas industry from commodity price volatility is
significant. During periods of high prices, producers generate sufficient cash
flows to conduct active exploration programs without external capital. Increased
commodity prices frequently translate into very busy periods for service
suppliers triggering premium costs for their services. Purchasing land and
properties similarly increase in price during these periods. During low
commodity price periods, acquisition costs drop, as do internally generated
funds to spend on exploration and development activities. With decreased demand,
the prices charged by the various service suppliers also
decline.
19
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
12.
|
Seasonality
and Trend
Information (cont’d)
|
World oil
and gas prices are quoted in United States dollars and the price received by
Canadian producers is therefore effected by the Canadian/U.S. dollar exchange
rate, which will fluctuate over time. Material increases in the value of the
Canadian dollar may negatively impact production revenues from Canadian
producers. Such increases may also negatively impact the future value of such
entities' reserves as determined by independent evaluators. In recent years, the
Canadian dollar has increased materially in value against the United States
dollar although the Canadian dollar has recently decreased from such
levels.
A second
trend within the Canadian oil and gas industry is the "renewal" of private and
small junior oil and gas companies starting up business. These companies often
have experienced management teams from previous industry organizations that have
disappeared as a part of the ongoing industry consolidation. Many are able to
raise capital and recruit well qualified personnel. To the extent that this
trend continues, we will have to compete with these companies and others to
attract qualified personnel.
A third
trend currently affecting the oil and gas industry is the impact on capital
markets caused by investor uncertainty in the global economy. The capital market
volatility in Canada has also been affected by uncertainties surrounding the
economic impact that the Kyoto Protocol and other environmental initiatives will
have on the sector and, in more recent times, by the tax changes relating to
income trusts and other "specified investment flow-through" entities ("SIFTs")
and by the NRF and new Alberta government royalty programs implemented along
with the NRF. The impact of the NRF and these new royalty programs is still
being determined and will vary company to company based on the percentage of
production in Alberta, their commodity mix and depths of production, among other
things. The amount and degree of these impacts have yet to be
determined.
Pursuant
to the existing provisions of the Tax Act, to the extent that a SIFT has any
income for a taxation year after certain inclusions and deductions, the SIFT
will be permitted to deduct all amounts of income which are paid or become
payable by it to unitholders in the year. Under the legislation which received
Royal Assent on June 22, 2007, SIFTs will be liable for tax at a rate consistent
with the taxes currently imposed on corporations commencing in January 2011,
provided that the SIFT experiences only "normal growth" and no "undue expansion"
before then, in which case the tax could be imposed prior to the January 2011
deadline. Although the tax changes will not affect the method in which the
Company will be taxed, it may have an impact on the ability of a SIFT to
purchase producing assets from oil and gas exploration and production companies
(as well as the price that a SIFT is willing to pay for such an acquisition)
thereby affecting exploration and production companies' ability to be sold to a
SIFT which has been a key "exit strategy" in recent years for oil and gas
companies. This may be a benefit for the Company as it will compete with SIFTs
for the acquisition of oil and gas properties from junior producers. However, it
may also limit the Company’s ability to sell producing properties or pursue an
exit strategy.
20
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
13.
|
Financial
Instruments and Risk Factors
|
The
Company is exposed to financial risk, in a range of financial instruments
including cash, other receivables and accounts payable and income taxes payable
and loans payable. The Company manages its exposure to financial risks by
operating in a manner that minimizes its exposure to the extent practical. The
main financial risks affecting the Company are discussed below:
The fair
value of financial instruments at August 31, 2009 and 2008 is summarized as
follows:
|
2009
|
2008
|
|||||||||||||||
|
Amount
|
Fair
Value
|
Amount
|
Fair
Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 172,905 | $ | 172,905 | $ | 202,726 | $ | 202,726 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Other
receivables
|
$ | 20,421 | $ | 20,421 | $ | 5,311 | $ | 5,311 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 152,984 | $ | 152,984 | $ | 71,672 | $ | 71,672 | ||||||||
|
Income
Taxes Payable
|
$ | 10,215 | $ | 10,215 | $ | - | $ | - | ||||||||
|
Loans
payable
|
$ | 167,500 | $ | 167,500 | $ | 230,000 | $ | 230,000 | ||||||||
|
(a)
|
Credit
Risk
|
Credit
risk arises when a failure by counter parties to discharge their obligations
could reduce the amount of future cash inflows from financial assets on hand at
the balance sheet date. Receivables from natural gas marketers are collected on
the 25th day of
each month following production. The Company’s policy to mitigate credit risk
associated with these balances is to establish relationships with credit-worthy
marketers. The majority of the Company’s natural gas is marketed through a major
international energy company. There are no other material accounts receivable at
August 31, 2009 that the Company deemed uncollectible.
|
(b)
|
Foreign
Exchange Risk
|
The
prices received by the Company for the production of natural gas and natural gas
liquids are primarily determined in reference to U.S. dollars but are settled
with the Company in Canadian dollars. The Company’s cash flow for commodity
sales will therefore be impacted by fluctuations in foreign exchange rates. The
Company considers this risk to be limited.
|
(c)
|
Interest
Rate Risk
|
Interest
rate risk refers to the risk that the value of a financial instrument or cash
flows associated with the instrument will fluctuate due to changes in market
interest rates. The Company is not exposed to interest rate
risk.
21
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
13.
|
Financial
Instruments and Risk
Factors (cont’d)
|
Based on
management's knowledge and experience of the financial markets, the Company
believes that the movements in interest rates that are reasonably possible over
the next twelve month period will not have a significant impact on the
Company.
|
(d)
|
Liquidity
Risk
|
Liquidity
risk includes the risk that, as a result of our operational liquidity
requirements:
• The
Company will not have sufficient funds to settle transaction on the due
date;
• The
Company will be forced to sell financial assets at a value which is less than
what they are worth; or
• The
Company may be unable to settle or recover a financial asset at
all.
The
Company considers this risk to be limited.
|
(e)
|
Commodity
Price Risk
|
Commodity
price risk is the risk that the fair value or future cash flows will fluctuate
as a result of changes in commodity prices. Commodity prices for petroleum and
natural gas are impacted by world economic events that dictate the levels of
supply and demand.
The
Company believes that movement in commodity prices that are reasonably possible
over the next twelve month period will not have a significant impact on the
Company.
|
(f)
|
Commodity
Price Sensitivity
|
The
following table summarizes the sensitivity of the fair value of the Company’s
risk management position for the year ended August 31, 2009 and 2008 to
fluctuations in natural gas prices, with all other variables held constant. When
assessing the potential impact of these price changes, the Company believes that
10 percent volatility is a reasonable measure. Fluctuations in natural gas
prices potentially could have resulted in unrealized gains (losses) impacting
net income as follows:
|
2009
|
2008
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 61,819 | $ | 50,579 | $ | 321 | $ | 263 | ||||||||
|
Net
loss
|
$ | (323,241 | ) | $ | (334,481 | ) | $ | (50,485 | ) | $ | (50,443 | ) | ||||
|
(g)
|
Market
Risk
|
Market
risk represents the risk of loss that may impact our financial position, results
of operations, or cash flows due to adverse changes in financial market prices,
including interest rate risk, foreign currency exchange rate risk, commodity
price risk, and other relevant market or price risks. We do not have activities
related to derivative financial instruments or derivative commodity instruments.
We hold equity securities which have been written down to $1 on our consolidated
balance sheet. Our primary risk relates to commodities price
risk.
22
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
13.
|
Financial
Instruments and Risk
Factors (cont’d)
|
|
(g)
|
Market
Risk (cont’d)
|
The oil
and gas industry is exposed to a variety of risks including the uncertainty of
finding and recovering new economic reserves, the performance of hydrocarbon
reservoirs, securing markets for production, commodity prices, interest rate
fluctuations, potential damage to or malfunction of equipment and changes to
income tax, royalty, environmental or other governmental
regulations.
We
mitigate these risks to the extent we are able by:
• utilizing
competent, professional consultants as support teams to company
staff.
• performing
careful and thorough geophysical, geological and engineering analyses of each
prospect.
• focusing
on a limited number of core properties.
Market
risk is the possibility that a change in the prices for natural gas, natural gas
liquids, condensate and oil, foreign currency exchange rates, or interest rates
will cause the value of a financial instrument to decrease or become more costly
to settle.
The
global financial crisis is expected to cause petroleum and natural gas prices to
remain volatile for the near future. Recent market events and conditions,
including disruptions in the international credit markets and other financial
systems and the deterioration of global economic conditions, have caused
significant volatility to commodity prices. These conditions worsened in 2008
and are continuing in 2009, causing a loss of confidence in the broader U.S. and
global credit and financial markets and resulting in the collapse of, and
government intervention in, major banks, financial institutions and insurers and
creating a climate of greater volatility, less liquidity, widening of credit
spreads, a lack of price transparency, increased credit losses and tighter
credit conditions. Notwithstanding various actions by governments, concerns
about the general condition of the capital markets, financial instruments,
banks, investment banks, insurers and other financial institutions caused the
broader credit markets to further deteriorate and stock markets to decline
substantially. These factors have negatively impacted company valuations and
will impact the performance of the global economy going forward. Petroleum and
natural gas prices are expected to remain volatile for the near future as a
result of market uncertainties over the supply and demand of these commodities
due to the current state of the world economies, OPEC actions and the ongoing
global credit and liquidity concerns.
|
14.
|
Capital
Management
|
The
Company’s objectives when managing capital is to safeguard the entity’s ability
to continue as a going concern. The Company sets the amount of capital in
proportion to risk. The Company manages the capital structure and makes
adjustments to it in light of changes in economic conditions and the risk
characteristics of any underlying assets. The board of directors does not
establish quantitative return on capital criteria for management, but rather
relies on the expertise of the Company's management to sustain future
development of the business.
23
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
14.
|
Capital
Management (cont’d)
|
Currently,
the Company does not have any operational cash requirements other than
administrative expenditures. The Company’s revenue producing properties are
fully developed and there are no further outlays or expenses projected to
develop these properties at this time.
Management
reviews its capital management approach on an ongoing basis and believes that
this approach, given the relative size of the Company, is
reasonable.
There
were no changes in the Company’s capital management during the period ended
August 31, 2009.
The
Company is not subjected to any externally imposed capital
requirements.
|
15.
|
Income
Taxes
|
The
Company has capital losses in the amount of approximately $195,852 (2008 -
$195,852) which may be carried forward indefinitely to offset future capital
gains, and non-capital losses in the amount of approximately $525,825 (2008 -
$299,583) available for carry forward purposes. The non-capital
losses expire as follows:
|
2010
|
$ | 40,846 | ||
|
2014
|
46,501 | |||
|
2015
|
47,434 | |||
|
2026
|
54,287 | |||
|
2027
|
43,465 | |||
|
2028
|
65,214 | |||
|
2029
|
228,078 | |||
| $ | 525,825 |
The
Company has provided a full valuation allowance against future tax assets at
August 31, 2009, due to uncertainties in the Company's ability to utilize its
net operating losses.
A
reconciliation between income taxes provided at actual rates and at the basic
rate ranging from 25% to 29% (2008 and 2007 – 34.5%) for federal and provincial
taxes is as follows:
|
2009
|
2008
|
2007
|
||||||||||
|
Taxes
at statutory rates
|
$ | (88,792 | ) | $ | (17,427 | ) | $ | (14,398 | ) | |||
|
Non-taxable
items and others
|
47,326 | - | (35 | ) | ||||||||
|
Change
in tax rate
|
- | - | - | |||||||||
|
Change
in valuation allowance
|
41,466 | 17,427 | 14,433 | |||||||||
| $ | - | $ | - | $ | - | |||||||
24
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
15.
|
Income
Taxes (cont’d)
|
The
significant components of the Company's future tax asset are summarized as
follows:
|
2009
|
2008
|
|||||||
|
Operating
loss carry forwards
|
$ | 149,197 | $ | 101,373 | ||||
|
Share
issue costs
|
5,792 | - | ||||||
|
Marketable
securities
|
1,701 | 2,024 | ||||||
|
Capital
losses carry forwards
|
28,399 | 33,784 | ||||||
|
Oil
and gas interests
|
20,594 | 27,222 | ||||||
|
Cumulative
eligible capital
|
1,685 | 1,499 | ||||||
| 207,368 | 165,902 | |||||||
|
Valuation
allowance
|
(207,368 | ) | (165,902 | ) | ||||
| $ | - | $ | - | |||||
|
16.
|
Reconciliation
to Accounting Principles Generally Accepted in the United
States
|
The
Company's accounting policies do not differ materially from accounting
principles generally accepted in the United States ("US GAAP") except for the
following:
Oil and
Gas Interest
In
applying the full cost method under US GAAP (Regulation S-X Article 4-10), the
Company performs a ceiling test based on the same calculations used for Canadian
GAAP except the Company is required to discount future net revenues from proved
reserves at 10% as opposed to utilizing the fair market value and probable
reserves are excluded. During the year an impairment loss of $179,443 for US
GAAP and an impairment loss of $105,805 was recorded for Canadian
GAAP.
If US
GAAP was followed, the effect on the consolidated balance sheet would be as
follows:
|
2009
|
2008
|
|||||||
|
Total
assets according to Canadian GAAP
|
$ | 600,327 | $ | 208,486 | ||||
|
Additional
impairment of oil and gas interests
|
(73,638 | ) | - | |||||
|
Total
assets according to US GAAP
|
$ | 526,689 | $ | 208,486 | ||||
|
2009
|
2008
|
|||||||
|
Total
shareholders’ equity (deficiency) according to Canadian
GAAP
|
$ | 265,994 | $ | (93,186 | ) | |||
|
Deficit
adjustment per US GAAP
|
||||||||
|
Additional
impairment of oil and gas interests
|
(73,638 | ) | - | |||||
|
Total
shareholders’ equity (deficiency) according to US GAAP
|
$ | 192,356 | $ | (93,186 | ) | |||
25
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
16.
|
Reconciliation
to Accounting Principles Generally Accepted in the United States
(cont’d)
|
If US
GAAP was followed, the effect on the consolidated statements of loss and
comprehensive loss would be as follows:
|
2009
|
2008
|
2007
|
||||||||||
|
Net
loss, comprehensive loss according to Canadian GAAP
|
$ | 328,861 | $ | 50,514 | $ | 39,945 | ||||||
|
Add: Additional
impairment of oil and gas interests
|
73,638 | - | - | |||||||||
|
Net
loss, comprehensive loss according to US GAAP
|
$ | 402,499 | $ | 50,514 | $ | 39,945 | ||||||
|
Loss
per share, basic and diluted
|
$ | (0.023 | ) | $ | (0.006 | ) | $ | (0.006 | ) | |||
|
Shares
used in the computation of loss per share
|
17,646,295 | 7,955,482 | 6,396,739 | |||||||||
Recently
Issued United States Accounting Standards:
In July
2006, the Financial Accounting Standards Board ("FASB") has published FASB
Interpretation No. 48 ("FIN No.48), Accounting for Uncertainty in Income Taxes,
to address the non-comparability in reporting tax assets and liabilities
resulting from a lack of specific guidance in FASB Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, on the
uncertainty in income taxes recognized in an enterprise's financial statements.
FIN No. 48 will apply to fiscal years beginning after December 15, 2006, with
earlier adoption permitted. The adoption of FIN 48 did not have a material
effect on the Company's financial condition or results of
operations.
In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." SFAS
No. 157 clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing an asset or liability and
establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. Under the standard, fair value measurements would be
separately disclosed by level within the fair value hierarchy. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years, with early
adoption permitted. The adoption of SFAS No. 157 did not have a material impact
on the consolidated financial statements.
In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the
overfunded or underfunded status of a defined benefit postretirement plan (other
than a multiemployer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity or
changes in unrestricted net assets of a not-for-profit organization. This
statement also requires an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. The provisions of SFAS No. 158 are effective for employers with
publicly traded equity securities as of the end of the fiscal year ending after
December 15, 2006. The adoption of this statement did not have a material effect
on the Company’s financial position or results of operations.
26
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
16.
|
Reconciliation
to Accounting Principles Generally Accepted in the United
States (cont’d)
|
In
September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current
Year Financial Statements” (“SAB No. 108”). SAB No.108 addresses how the effect
of prior year uncorrected misstatements should be considered when quantifying
misstatements in current year financial statements. SAB No. 108 requires SEC
registrants (i) to quantify misstatements using a combined approach which
considers both the balance sheet and income statement approaches; (ii) to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors; and (iii) to
adjust their financial statements if the new combined approach results in a
conclusion that an error is material. SAB No. 108 addresses the mechanics of
correcting misstatements that include effects from prior years. It indicates
that the current year correction of a material error that includes prior year
effects may result in the need to correct prior year financial statements even
if the misstatement in the prior year of years is considered immaterial. Any
prior year financial statements found to be materially misstated in years
subsequent to the issuance of SAB No. 108 would be restated in accordance with
SFAS No. 154, “Accounting Changes and Error Corrections”. Because the combined
approach represents a change in practice, the SEC staff will not require
registrants that followed an acceptable approach in the past to restate prior
years’ historical financial statements. Rather, these registrants can report the
cumulative effect of adopting the new approach as an adjustment to the current
year’s beginning balance of retained earnings. If the new approach is adopted in
a quarter other than the first quarter, financial statements for prior interim
periods within the year of adoption may need to be restated. SAB No. 108 is
effective for fiscal years ending after November 15, 2006, which for the Company
would be its fiscal year beginning April 1, 2007. The implementation of SAB No.
108 did not have a material impact on the Company’s results of operations and
financial condition.
In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) – the fair value option
for financial assets and liabilities including an amendment of SFAS 115. This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This statement is
expected to expand the use of fair value measurement objectives for accounting
for financial instruments. This statement is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007, and interim
periods within those fiscal years. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided
the entity also elects to apply the provisions of FASB Statement No. 157, “Fair
Value Measures”. The adoption of of SFAS No. 159 did not have a material impact
on its consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements-An Amendment of ARB No. 51" ("SFAS
160"). SFAS 160 establishes accounting and reporting standards for the
non-controlling interest in a subsidiary (previously referred to as minority
interests). SFAS 160 also requires that a retained non-controlling interest upon
the deconsolidation of a subsidiary be initially measured at its fair value.
Upon adoption of SFAS 160, the Company would be required to report any
non-controlling interests as a separate component of stockholders' equity. The
Company would also be required to present any net income allocable to non-
controlling interests and net income attributable to the stockholders of the
Company separately in its consolidated statements of operations. SFAS 160 is
effective for annual periods beginning after December 15, 2008. The
adoption of SFAS 160 is not expected to have a material impact on the company’s
financial statements.
27
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
16.
|
Reconciliation
to Accounting Principles Generally Accepted in the United
States (cont’d)
|
In March
2008, the FASB issued FAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities” (“FAS 161”). FAS 161 changes the
disclosure requirements for derivative instruments and hedging activities by
requiring enhanced disclosures about how and why an entity uses derivatives
instruments, how derivative instruments and related hedged items affect an
entity’s operating results, financial position, and cash flows. FAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. Early adoption is permitted. The provisions
of FAS 161 are only related to disclosure of derivative and hedging
activities. The adoption of SFAS 161 will not have a material impact
on its consolidated operating results, financial position or cash
flows.
May 2008,
the FASB issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting Principles ("SFAS No.
162"). The new standard is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles (GAAP) for
nongovernmental entities. SFAS No. 162 is effective 60 days following the
Securities and Exchange Commission's approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting Principles. The Company
is currently evaluating the impact of adoption of SFAS No. 162 but does not
expect adoption to have a material impact on results of operations, cash flows
or financial position.
In May
2008, the FASB issued SFAS No.
163, Accounting for Finance Guarantee Insurance Contracts – an interpretation of
FASB Statement No. 60. The premium revenue
recognition approach for a financial guarantee insurance contract links premium
revenue recognition to the amount of insurance protection and the period in
which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation. This Statement
is effective for financial statements issued for fiscal years beginning after
December 15, 2008. The adoption of SFAS No. 163 is not expected to have a
material effect on the Company’s financial statements.
In May
2009, the Financial Accounting Standards Board (“FASB”) issued Statement No.
165, Subsequent Events
(SFAS 165), addressing accounting and disclosure requirements related to
subsequent events. SFAS 165 requires management to evaluate subsequent events
through the date the financial statements are either issued or available to be
issued, depending on the company’s expectation of whether it will widely
distribute its financial statements to its shareholders and other financial
statement users. Companies will be required to disclose the date through which
subsequent events have been evaluated. Statement 165 is effective for interim or
annual financial periods ending after June 15, 2009 and should be applied
prospectively. The adoption of SFAS 165 did not have a material effect on the
Company’s financial statements.
28
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
16.
|
Reconciliation
to Accounting Principles Generally Accepted in the United
States (cont’d)
|
On June
12, 2009, the FASB issued FAS No. 166, which amends the de-recognition guidance
in FAS No. 140. FAS No. 166 eliminates the concept of a QSPE (Qualified Special
Purpose Entity) and eliminates the exception from applying FIN 46(r),
Consolidation of Variable Interest Entities to QSPE’s. Additionally, this
Statement clarifies that the objective of paragraph 9 of FAS 140 is to determine
whether a transferor has surrendered control over transferred financial assets.
That determination must consider the transferor’s continuing involvements in the
transferred financial asset, including all arrangements or agreements made
contemporaneously with, or in contemplation of, the transfer, even if they were
not entered into at the time of the transfer. This Statement modifies the
financial-components approach used in Statement 140 and limits the circumstances
in which a financial asset, or portion of a financial asset, should be
derecognized when the transferor has not transferred the entire original
financial asset to an entity that is not consolidated with the transferor in the
financial statements being presented and/or when the transferor has continuing
involvement with the transferred financial asset. It defines the term
“participating interest” to establish specific conditions for reporting a
transfer of a portion of a financial asset as a sale. Under this statement, when
the transfer of financial assets are accounted for as a sale, the transferor
must recognize and initially measure at fair value all assets obtained and
liabilities incurred as a result of the transfer. This includes any retained
beneficial interest. The implementation of this standard materially effects the
securitization process in general, as it eliminates off-balance sheet
transactions when an entity retains any interest in or control over assets
transferred in this process. However, we do not believe the implementation of
this standard will materially effect our reporting as we have no legacy QSPE’s
and it is our intent to treat securitizations as financings. The effective date
for FAS 166 is January 1, 2010. The adoption of SFAS No. 166 is not expected to
have a material effect on the Company’s financial statements.
In
conjunction with FAS No. 166, FASB issued FAS 167 which amends FASB
Interpretation No. 46(R), (FIN 46(R)). This statement requires an enterprise to
perform an analysis to determine whether the enterprise’s variable interest or
interests give it a controlling financial interest in a variable interest
entity. The analysis identifies the primary beneficiary of a variable interest
entity (VIE) as the enterprise that has both: a) the power to direct the
activities that most significantly impact the entity’s economic performance and
b) the obligation to absorb losses of the entity or the right to receive
benefits from the entity which could potentially be significant to the VIE. With
the removal of the QSPE exemption, established QSPE’s must be evaluated for
consolidation under this statement. This statement requires enhanced disclosures
to provide users of financial statements with more transparent information about
and enterprises involvement in a VIE. Further, this statement also requires
ongoing assessments of whether an enterprise is the primary beneficiary of a
VIE. Should we treat securitizations as sales in the future, we will analyze the
transactions under the guidelines of FAS No, 167 for consolidation. The
effective date for FAS 167 is January 1, 2010. The adoption of SFAS No. 167 is
not expected to have a material effect on the Company’s financial
statements.
In June
2009, the FASB issued Statement of Financial Accounting Standards No. 168,
“The FASB Accounting Standards Codification™ and
“The Hierarchy of Generally
Accepted Accounting Principles—a replacement of FASB Statement
No. 162” (“FASB 168”). FAS 168 identifies the sources of accounting
principles and the framework for selecting the accounting principles used in
preparing financial statements of nongovernmental entities that are presented in
conformity with U.S. GAAP. SFAS 168 will be effective for financial statements
that cover interim and annual periods ending after September 15,
2009. The adoption of SFAS 168 is not expected to have a material
effect on the company’s financial statements.
29
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
|
For the years ended August 31, 2009, 2008 and
2007
|
|
16.
|
Reconciliation
to Accounting Principles Generally Accepted in the United
States (cont’d)
|
In
December 2008, the SEC published its final rule, (SAB 113) Modernization of Oil
and Gas reporting requirements, to modernize and update oil and gas disclosure
requirements and align them with current practice and change in
technology. The Final Rule is effective for registration statements
filed on or after January 1, 2010 and for annual reports on Forms 10-K and 20-F
for fiscal years ending on or December 31, 2009. The company will be
assessing the impact of this Final Rule on its financial reporting for fiscal
2010.
|
17.
|
Subsequent
Events
|
On
November 12, 2009 the Company’s wholly owned subsidiary 1406768 Ontario Inc.,
filed Articles of Amendment changing its name to Eagleford Energy Inc. Effective
November 30, 2009, the Company amalgamated with its wholly owned subsidiary
Eagleford Energy Inc., and upon the amalgamation the entity's new name is
Eagleford Energy Inc. The Company has evaluated subsequent events through to
December 28, 2009.
30
ITEM 2
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
1 King
Street West
Suite
1505
Toronto,
Ontario
M5H
1L6
Telephone:
416-364-4039
Facsimile:
416-364-8244
Management’s
Discussion and Analysis
of
Financial Condition and Operating Results
For the
year ended
August
31, 2009
1
The
following Management’s Discussion and Analysis of Financial Condition
and Operating Results of Eagleford Energy Inc. (“Eagleford” or the “Company”)
should be read in conjunction with the Company’s Audited Consolidated
Financial Statements and notes thereto for the year ended August 31,
2009 and 2008 stated in Canadian dollars. The results herein have been prepared
in accordance with Canadian Generally Accepted Accounting Principles
(“GAAP”). This Management’s Discussion and Analysis is dated December
28, 2009 and has been approved by the Board of Directors of the
Company.
The
following Management’s Discussion and Analysis (“MD&A”) may contain
forward-looking statements. Forward-looking statements are based on
current expectations that involve a number of risks and uncertainties, which
could cause actual events or results to differ materially from those reflected
herein. Forward-looking statements are based on the estimates and
opinions of management of the Company at the time the statements were
made. All statements other than statements of historical fact may be
forward-looking statements. Forward-looking statements are often, but not
always, identified by the use of words such as “seek”, “anticipate”, “plan”,
“continue”, “estimate”, “expect”, “may”, “will”, “project”, “project”,
“predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”,
“believe”, and similar expressions. Information concerning reserve estimates and
capital cost estimates may also be deemed as forward-looking statements as such
information constitutes a prediction of what might be found to be present and
how much capital will be required if and when a project is actually developed.
These statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ materially from those
anticipated in such forward-looking statements (see Risks and Uncertainties
below).
GLOSSARY
OF ABBREVIATIONS
|
Bbl
|
barrel
|
|
Bbl/d
|
barrels
per day
|
|
Boe
|
barrels
of oil equivalent (1)
|
|
Boe/d
|
barrels
of oil equivalent per day
|
|
Mcf
|
1,000
cubic feet of natural gas
|
|
Mcf/d
|
1,000
cubic feet of natural gas per
day
|
(1) Boe
conversion ratio of 6 Mcf: 1Bbl is based on an energy equivalency conversion
method primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead. Disclosure provided herein in respect of Boes may
be misleading, particularly if used in isolation.
The
following table sets forth certain standard conversions between Standard
Imperial Units and the International System of units (or metric
units).
|
To Convert From
|
To
|
Multiply By
|
||
|
Mcf
|
Cubic
metres
|
28.317
|
||
|
Cubic
metres
|
Cubic
feet
|
35.494
|
||
|
Bbls
|
Cubic
metres
|
0.159
|
||
|
Cubic
metres
|
Bbls
|
6.292
|
||
|
Feet
|
Metres
|
0.305
|
||
|
Metres
|
Feet
|
3.281
|
||
|
Miles
|
Kilometers
|
1.609
|
||
|
Kilometers
|
Miles
|
0.621
|
||
|
Acres
(Alberta)
|
Hectares
|
0.405
|
||
|
Hectares
(Alberta)
|
|
Acres
|
|
2.471
|
OVERVIEW
The
Company’s audited consolidated financial statements for the year ended August
31, 2009 and 2008 include the accounts of the Company and its wholly owned
subsidiaries 1354166 Alberta Ltd. and 1406768 Ontario Inc. The
Company’s business focus consists of acquiring and developing oil and gas
interests. The Company’s oil and gas interests consist of a 5.1975%
interest in a natural gas unit and a 0.5% gross overriding royalty in a gas well
located in Alberta, Canada. In addition, the Company holds a 0.3% net smelter
return royalty on eight mining claims located in Red Lake Ontario which is
carried on the Consolidated Balance Sheets at Nil.
2
OVERALL
PERFORMANCE
Revenue
for the year ended August 31, 2009 was up $55,907 to $56,199 compared to $292
for the same period in 2008 as a result of the acquisition of 1354166 Alberta
Ltd.
For the
year ended August 31, 2009 the Company’s cash position decreased by $29,821 to
$172,905 compared to cash of $202,726 at August 31, 2008. At August 31, 2009 the
Company’s other receivables were $20,421 representing an increase of $15,110
compared to $5,311 at August 31, 2008. For the year ended August 31, 2009
current liabilities increased by $29,027 to $330,699 compared to $301,672 at
August 31, 2008. The Company has working capital deficiency of $137,372 at
August 31, 2009 compared to a working capital deficiency of $93,634 at August
31, 2008.
On
February 27, 2009, the Company acquired the issued and outstanding shares of
1354166 Alberta Ltd. for total consideration of $445,528 satisfied by the
issuance of 8,910,564 units of the Company at $0.05 per unit. Each
unit consists of one common share and one common share purchase warrant
exercisable at $0.07 to purchase one common share until February 27,
2014. Following the closing, the Company paid to note holders of
1354166 Alberta Ltd. the amount of $118,000 by cash payment. The results of
operations from this acquisition are included effective February 27,
2009.
During
the fiscal year ended August 31, 2009, the Company completed non-brokered
private placements of 3,600,256 units at a purchase price of $0.05 per unit for
net proceeds of $180,013. Each unit was comprised of one common share and one
common share purchase warrant.
During
the fiscal year ended August 31, 2009 the Company settled debt in the amount of
$62,500 through the issuance of a total of 1,250,000 units at an attributed
value of $0.05 per unit. Each unit was comprised of one common share
and one common share purchase warrant.
The
Company’s past primary source of liquidity and capital resources has been
advances, cash flow from oil and gas operations, proceeds from the sale of
marketable securities and from the issuance of common shares.
RISK
AND UNCERTAINTIES
The
Company’s producing wells are subject to normal levels of decline and
unavoidable changes in operating conditions in facilities operated by third
parties. There is an existing and available market for the oil and gas produced
from the properties. However, the prices obtained for production are subject to
market fluctuations, which are affected by many factors, including supply and
demand. Numerous factors beyond our control, which could affect pricing
include:
|
·
|
volatility
in market prices for oil and natural
gas;
|
|
·
|
the
level of consumer product demand;
|
|
·
|
weather
conditions;
|
|
·
|
the
foreign supply of oil and gas;
|
|
·
|
the
price of foreign imports;and
|
|
·
|
ability
to raise financing;
|
|
·
|
reliance
on third party operators;
|
|
·
|
ability
to find or produce commercial quantities of oil and natural
gas;
|
|
·
|
liabilities
inherent in oil and natural gas
operations;
|
|
·
|
dilution
of interests in oil and natural gas
properties;
|
|
·
|
general
business and economic conditions;
|
|
·
|
the
ability to attract and retain skilled
staff;
|
|
·
|
uncertainties
associated with estimating oil and natural gas
reserves;
|
3
|
·
|
competition
for, among other things, financings, acquisitions of reserves, undeveloped
lands and skilled personnel; and
|
|
·
|
governmental
regulation and environmental
legislation.
|
The
Company cautions that the foregoing list of important factors is not exhaustive.
Investors and others who base themselves on the Company’s forward-looking
statements should carefully consider the above factors as well as the
uncertainties they represent and the risk they entail. The Company also cautions
readers not to place undue reliance on these forward-looking statements.
Moreover, the forward-looking statements may not be suitable for establishing
strategic priorities and objectives, future strategies or actions, financial
objectives and projections other than those mentioned above.
FINANCIAL
INSTRUMENTS AND RISK FACTORS
The
Company is exposed to financial risk, in a range of financial instruments
including cash, other receivables and accounts payable and income taxes payable
and loans payable. The Company manages its exposure to financial risks by
operating in a manner that minimizes its exposure to the extent practical. The
main financial risks affecting the Company are discussed below:
The fair
value of financial instruments at August 31, 2009 and 2008 is summarized as
follows:
|
August 31, 2009
|
August 31, 2008
|
|||||||||||||||
|
Amount
|
Fair Value
|
Amount
|
Fair Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 172,905 | $ | 172,905 | $ | 202,726 | $ | 202,726 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Other
receivables
|
$ | 20,421 | $ | 20,421 | $ | 5,311 | $ | 5,311 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 152,984 | $ | 152,984 | $ | 71,672 | $ | 71,672 | ||||||||
|
Income
taxes payable
|
$ | 10,215 | $ | 10,215 | $ | - | $ | - | ||||||||
|
Loans
payable
|
$ | 167,500 | $ | 167,500 | $ | 230,000 | $ | 230,000 | ||||||||
(a)
Credit
Risk
Credit
risk arises when a failure by counter parties to discharge their obligations
could reduce the amount of future cash inflows from financial assets on hand at
the balance sheet date. Receivables from natural gas marketers are collected on
the 25th day of
each month following production. The Company’s policy to mitigate credit risk
associated with these balances is to establish relationships with credit-worthy
marketers. The majority of the Company’s natural gas is marketed through a major
international energy company. There are no other material accounts receivable at
August 31, 2009 that the Company deemed uncollectible.
(b)
Foreign
Exchange Risk
The
prices received by the Company for the production of natural gas and natural gas
liquids are primarily determined in reference to U.S. dollars but are settled
with the Company in Canadian dollars. The Company’s cash flow for commodity
sales will therefore be impacted by fluctuations in foreign exchange rates. The
Company considers this risk to be limited.
(c)
Interest
Rate Risk
Interest
rate risk refers to the risk that the value of a financial instrument or cash
flows associated with the instrument will fluctuate due to changes in market
interest rates. The Company is not exposed to interest rate risk.
4
Based on
management's knowledge and experience of the financial markets, the Company
believes that the movements in interest rates that are reasonably possible over
the next twelve month period will not have a significant impact on the
Company.
(d)
Liquidity
Risk
Liquidity
risk includes the risk that, as a result of our operational liquidity
requirements:
|
·
|
The
Company will not have sufficient funds to settle transaction on the due
date;
|
|
·
|
The
Company will be forced to sell financial assets at a value which is less
than what they are worth; or
|
|
·
|
The
Company may be unable to settle or recover a financial asset at
all.
|
The
Company considers this risk to be limited.
(e) Commodity
Price Risk
Commodity
price risk is the risk that the fair value or future cash flows will fluctuate
as a result of changes in commodity prices. Commodity prices for petroleum and
natural gas are impacted by world economic events that dictate the levels of
supply and demand.
The
Company believes that movement in commodity prices that are reasonably possible
over the next twelve month period will not have a significant impact on the
Company.
|
(f)
|
Commodity
Price Sensitivity
|
The
following table summarizes the sensitivity of the fair value of the Company’s
risk management position for the year ended August 31, 2009 and 2008 to
fluctuations in natural gas prices, with all other variables held constant. When
assessing the potential impact of these price changes, the Company believes that
10 percent volatility is a reasonable measure. Fluctuations in natural gas
prices potentially could have resulted in unrealized gains (losses) impacting
net income as follows:
|
2009
|
2008
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 61,819 | $ | 50,579 | $ | 321 | $ | 263 | ||||||||
|
Net
loss
|
$ | (323,241 | ) | $ | (334,481 | ) | $ | (50,485 | ) | $ | (50,443 | ) | ||||
(g)
Market
Risk
Market
risk represents the risk of loss that may impact our financial position, results
of operations, or cash flows due to adverse changes in financial market prices,
including interest rate risk, foreign currency exchange rate risk, commodity
price risk, and other relevant market or price risks. We do not have activities
related to derivative financial instruments or derivative commodity instruments.
We hold equity securities which have been written down to $1 on our consolidated
balance sheet. Our primary risk relates to commodities price
risk.
The oil
and gas industry is exposed to a variety of risks including the uncertainty of
finding and recovering new economic reserves, the performance of hydrocarbon
reservoirs, securing markets for production, commodity prices, interest rate
fluctuations, potential damage to or malfunction of equipment and changes to
income tax, royalty, environmental or other governmental
regulations.
We
mitigate these ricks to the extent we are able by:
|
•
|
utilizing
competent, professional consultants as support teams to company
staff.
|
|
•
|
performing
careful and thorough geophysical, geological and engineering analyses of
each prospect.
|
|
•
|
focusing
on a limited number of core
properties.
|
5
Market
risk is the possibility that a change in the prices for natural gas, natural gas
liquids, condensate and oil, foreign currency exchange rates, or interest rates
will cause the value of a financial instrument to decrease or become more costly
to settle.
The
global financial crisis is expected to cause petroleum and natural gas prices to
remain volatile for the near future. Recent market events and conditions,
including disruptions in the international credit markets and other financial
systems and the deterioration of global economic conditions, have caused
significant volatility to commodity prices. These conditions worsened in 2008
and are continuing in 2009, causing a loss of confidence in the broader U.S. and
global credit and financial markets and resulting in the collapse of, and
government intervention in, major banks, financial institutions and insurers and
creating a climate of greater volatility, less liquidity, widening of credit
spreads, a lack of price transparency, increased credit losses and tighter
credit conditions. Notwithstanding various actions by governments, concerns
about the general condition of the capital markets, financial instruments,
banks, investment banks, insurers and other financial institutions caused the
broader credit markets to further deteriorate and stock markets to decline
substantially. These factors have negatively impacted company valuations and
will impact the performance of the global economy going forward. Petroleum and
natural gas prices are expected to remain volatile for the near future as a
result of market uncertainties over the supply and demand of these commodities
due to the current state of the world economies, OPEC actions and the ongoing
global credit and liquidity concerns.
CAPITAL
MANAGEMENT
The
Company’s objectives when managing capital is to safeguard the entity’s ability
to continue as a going concern. The Company sets the amount of capital in
proportion to risk. The Company manages the capital structure and makes
adjustments to it in light of changes in economic conditions and the risk
characteristics of any underlying assets. The board of directors does not
establish quantitative return on capital criteria for management, but rather
relies on the expertise of the Company’s management to sustain future
development of the business.
Currently,
the Company does not have any operational cash requirements other than
administrative expenditures. The Company’s producing properties are fully
developed and there are no further outlays or expenses projected to develop
these properties at this time.
Management
reviews its capital management approach on an ongoing basis and believes that
this approach, given the relative size of the Company, is
reasonable.
There
were no changes in the Company’s capital management during the three months
ended August 31, 2009.
The
Company is not subjected to any externally imposed capital
requirements.
SELECTED
ANNUAL INFORMATION
The
following table reflects the summary of results for the years set
out.
|
For
the years ended August 31,
|
2009
|
2008
|
2007
|
|||||||||
|
Revenue
|
$ | 56,199 | $ | 292 | $ | 637 | ||||||
|
Net
loss and comprehensive loss for the year
|
$ | 328,861 | $ | 50,514 | $ | 39,945 | ||||||
|
Loss
per share basic and diluted
|
$ | 0.019 | $ | 0.006 | $ | 0.006 | ||||||
|
Assets
|
$ | 600,327 | $ | 208,486 | $ | 9,746 | ||||||
August
31, 2009-2008
For the
year ended August 31, 2009 revenue increased substantially compared to revenue
in the comparable period in 2008 as a result of the acquisition of 1354166
Alberta Ltd. The net loss for the year ended August 31, 2009 was $328,861
compared to a net loss of $50,514 in 2008. The increase in net loss and
comprehensive loss for the year ended August 31, 2009 was primarily a result of
the write-down of oil and gas interests of $105,805, an increase in professional
fees of $80,162, an increase in transfer agent and registrar costs of $20,479,
an increase management fees of $6,000 and increase in general and office of
$4,897. In addition the Company incurred higher operating costs and depletion
for the year ended August 31, 2009. For the year ended August 31, 2009 assets
increased by $391,841 to $600,327 compared to assets of $208,486 for the same
period in 2008. The increase in assets for the year ended August 31, 2008 was
primarily attributed to acquisition of 1354166 Alberta Ltd.
6
August
31, 2008 – 2007
For the
year ended August 31, 2008 revenue decreased compared to revenue in the
comparable period in 2007 primarily a result of decreased natural gas sales
volumes. The net loss for the year ended August 31, 2008 was $50,514 compared to
a net loss of $39,945 in 2007. The increase in net loss and comprehensive loss
for the year ended August 31, 2008 was primarily attributed to an increase in
professional fees of $9,635 and an increase in transfer and registrar costs of
$2,401. For the year ended August 31, 2008 assets increased by $198,740 to
$208,486 compared to assets of $9,746 for the same period in 2007. The increase
in assets for the year ended August 31, 2008 was primarily attributed to an
increase in cash from the issuance of common shares.
RESULTS
OF OPERATIONS
|
Historical
|
For the Years Ended
|
|||||||||||
|
Production
|
August 31
|
|||||||||||
|
2009
|
2008
|
2007
|
||||||||||
|
Natural
gas – mcf/d
|
45 | - | - | |||||||||
|
Historical
Prices
|
||||||||||||
|
Natural
Gas - $/mcf
|
$ | 3.42 | $ | 9.23 | $ | 9.76 | ||||||
|
Royalties
costs - $/mcf
|
$ | 0.63 | $ | - | $ | - | ||||||
|
Production
costs - $/mcf
|
$ | 3.28 | $ | - | $ | - | ||||||
|
Net
back - $/mcf
|
$ | (0.49 | ) | $ | 9.23 | $ | 9.76 | |||||
|
Operations
|
||||||||||||
|
Revenue
|
$ | 56,199 | $ | 292 | $ | 637 | ||||||
|
Net
loss and comprehensive loss for the year
|
$ | 328,861 | $ | 50,514 | $ | 39,945 | ||||||
|
Loss
per share
|
$ | 0.019 | $ | 0.006 | $ | 0.006 | ||||||
Production
Volume
For
the year ended August 31, 2009 average natural gas sales volumes increased to
45mcf/d compared to Nil mcf/d for the comparable period in 2008. The increase in
average sales volumes was primarily attributed to the acquisition of 1354166
Alberta. Production volume for the year ended August 31, 2009 was 16,412 mcf
compared to 32 mcf for the comparable period in 2008.
For the
year ending August 31, 2008 average natural gas sales volumes remained
consistent at Nil mcf/d compared to Nil mcf/d for the comparable period in 2007.
Production volume for the year ended August 31, 2008 was 32 mcf compared to 65
mcf for the year ended August 31, 2007.
Commodity
Prices
For
the year ended August 31, 2009 average natural gas prices received per mcf
decreased 63% to $3.42 compared to $9.23 per mcf for the same period ending
August 31, 2008. The decreased in average natural gas prices received was
attributed to lower commodity prices for natural gas during the
period.
For the
year ending August 31, 2008 average natural gas prices received per mcf
decreased 5% to $9.23 compared to $9.76 per mcf for the same period ending
August 31, 2007.
Revenue
For the
year ended August 31, 2009 revenue increased by $55,907 to $56,199 compared to
$292 for the same period in 2008. The increase in revenue for the year ended
August 31, 2009 was primarily attributed to an increase in production volume as
a result of the acquisition of 1354166 Alberta. The results of operations from
this acquisition are included effective February 27, 2009. Revenue from the
Company’s Haynes property decreased by $202 during the current period compared
to revenue of $292 in 2008.
Revenue
decreased by 54% to $292 for the year ended August 31, 2008 compared to $637 for
the same period in 2007. The decrease in revenue during the year ended August
31, 2008 was related to a decrease in natural gas sales volumes and decreased
commodity prices received.
7
Operating
Costs
For the
year ended August 31, 2009 operating costs were $83,187 compared to operating
costs of NIL for the year ended August 31, 2008. In the increase in
operating costs for the year ended August 31, 2009 were primarily attributed to
the increased operations from the acquisition of 1354166 Alberta
Ltd. Also, during the current period the company incurred higher
repair and maintenance costs of $22,111 due to a rupture in a
pipeline.
For the
year ended August 31, 2008 operating costs were Nil consistent with operating
costs for the year ended August 31, 2007.
Depletion
Depletion
for the year ended August 31, 2009 increased by $26,614 to $26,638 compared to
$24 for the same period in 2008. The increase in depletion for the year ended
August 31, 2009 was attributed to increased production volume from the
acquisition of 1354166 Alberta Ltd.
Depletion
for the year ended August 31, 2008 was $24 compared to $96 for the year ended
August 31, 2007. The decrease in depletion for year ending August 31, 2008 was a
result of decreased sales volumes due to production declines.
Administrative
Expenses
Administrative
expenses for the year ended August 31, 2009 were $276,815 compared to $50,782
for the year ended August 31, 2008. The increase in expenses during fiscal 2009
were primarily attributed to a write down of oil and gas interests in the amount
of $105,805, compared to $528 in the prior period in 2008, an increase in
professional fees of $80,162 to $106,770 compared to $26,608 in 2008, an
increase in transfer agent and registrar costs of $20,479 to 24,965 compared to
$4,486 in 2008, an increase in management fees of $6,000 to $18,000 compared to
$12,000 in the prior period and an increase in general and office costs of
$4,897 to $5,150 compared to $253 for the year ended August 31, 2008. Higher
administrative expenses during the fiscal 2009 were partially attributed to the
Company becoming a reporting issuer with the United States Securities and
Exchange Commission and increased operations resulting from the acquisition of
1354166 Alberta Ltd. In fiscal 2008 the Company recorded an expense recovery of
$7,718 compared to NIL in the current fiscal year 2009.
Expenses
for the year ended August 31, 2008 were $50,782 up 25% compared to $40,691 for
the year ended August 31, 2007. The increase in administrative expenses for the
year ended August 31, 2008 was primarily related to an increase in professional
fees of $9,635 to $26,608 compared to $16,973 in the prior period in 2007, an
increase in transfer and registrar costs of $2,401 to $4,486 compared to $2,085
in the prior period in 2007 and an increase in head office services of $741 to
$14,625 compared to $13,884 in the prior period in 2007. These increases were
partially offset by an expense recovery of $7,718 compared to $5,274 for the
same period in 2007. During the year ended August 31, 2008 the write
down of oil and gas interests was $528 compared to $828 for the same period in
2007.
Interest
For the
year ended August 31, 2009 interest income was $1,580 compared to NIL for the
comparable period in 2008.
During
the year ended August 31, 2008 the Company earned Nil in interest income
compared to $205 in the comparable period in 2007.
Net
loss and comprehensive loss for the period
Net
loss and comprehensive loss for year ended August 31, 2009 was $328,861 up 551%
compared to a net loss of $50,514 for the prior period in 2008. The increase in
net loss and comprehensive loss for the year ended August 31, 2009 was related
to an increase in operating costs and depletion, increased administrative costs
as well as a write-down of oil and gas interests.
Net loss
and comprehensive loss for the year ended August 31, 2008 was $50,514 up 26%
compared to a net loss of $39,945 for the prior period in 2007. The increase in
net loss and comprehensive loss for the year ended August 31, 2008 was primarily
attributed to higher administrative expenses including professional fees, head
office costs, transfer and registrar costs and general and office
costs.
8
Net
loss per share
The net
loss per share for the year ended August 31, 2009 was $0.019 compared to a net
loss per share of $0.006 for the same period in 2008.
The net
loss per share for the year ended August 31, 2008 was $0.006 compared to a net
loss per share of $0.006 for the same period in 2007.
SUMMARY
OF QUARTERLY RESULTS
The
following tables reflect the summary of quarterly results for the periods set
out.
|
2009
|
2009
|
2009
|
2008
|
|||||||||||||
|
For the quarter ending
|
August 31
|
May 31
|
February 28
|
November 30
|
||||||||||||
|
Revenue
|
$ | 23,078 | $ | 32,796 | $ | 260 | $ | 65 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (249,967 | ) | $ | (62,554 | ) | $ | (9,721 | ) | $ | (6,619 | ) | ||||
|
Loss
per share
|
$ | (0.014 | ) | $ | (0.005 | ) | $ | (0.001 | ) | $ | (0.001 | ) | ||||
Revenue
for the quarters for the May and August 2009 increased as a result of
the acquisition of 1354166 Alberta Ltd. The increase in net loss and
comprehensive loss for the quarter ending August 31, 2009 was primarily
attributed to a write down of oil and gas interests, an increase in professional
fees including year-end audit costs, transfer and registrar costs, office and
general expenses, management fees and head office services, and costs associated
with the evaluation of the Company’s reserves.
|
2008
|
2008
|
2008
|
2007
|
|||||||||||||
|
For the quarter ending
|
August 31
|
May 31
|
February 29
|
November
|
||||||||||||
|
Revenue
|
$ | 50 | $ | 79 | $ | 92 | $ | 71 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (20,646 | ) | $ | (7,064 | ) | $ | (16,539 | ) | $ | (6,265 | ) | ||||
|
Loss
per share
|
$ | (0.003 | ) | $ | (0.001 | ) | $ | (0.003 | ) | $ | (0.001 | ) | ||||
Revenue
over the four quarters has fluctuated as a result of changes in natural gas
sales prices received and natural gas sales volumes. The increase in net loss
and comprehensive loss for the quarter ending August 31, 2008 was primarily
attributed to an increase in professional fees relating to the year-end audit,
costs associated with the evaluation of the Company’s reserves and a write down
of oil and gas interests.
FOURTH
QUARTER RESULTS
Production
Volume
For the
three months ending August 31, 2009 average natural gas sales volumes were 84
mcf/d compared to Nil mcf/d for the comparable period in 2008. Production volume
for the three months ended August 31, 2009 was 7,728 mcf compared to 4 mcf for
the comparable three month period in 2008 as a result of the acquisition of
1354166 Alberta Ltd.
Commodity
Prices
For the
three months ending August 31, 2009 average natural gas sales prices received
per mcf decreased to $2.99 compared to $12.97 per mcf for the three month period
ended August 31, 2008.
Revenue
Revenue
increased to $23,078 for the three months ending August 31, 2009 compared to $50
for the three months ending August 31, 2008.
9
Operating
Costs
Operating
costs increased to $51,876 for the three months ending August 31, 2009 compared
to NIL for the three months ending August 31, 2008.
Depletion
Depletion
for the three months ending August 31, 2009 was $18,374 compared to depletion of
$6 for the three months ending August 31, 2008. The increase in depletion for
the three months ending August 31, 2009 was a result of production volume
increases from the acquisition of 1354166 Alberta Ltd.
Administrative
Expenses
For the
three months ending August 31, 2009 administrative expenditures were up $189,398
to $210,094 compared to $20,696 for the same period in 2008. The primary
increase in administrative expenses for the three months ending August 31, 2009
relate to a write-down of oil and gas interests in the amount of $105,805
compared to $528 for the three month period in 2008, an increase in professional
fees of $$50,645 to $66,507 compared to $15,862 in 2008 and an increase in
transfer and registrar costs of $14,382 to $15,862 compared to $1,155 in the
prior three month period in 2008.
Interest
For the
three months ending August 31, 2009 interest income was $142 compared to
interest income of nil during the comparable three month period in
2008.
Net
loss and comprehensive loss for the period
Net loss
and comprehensive loss for the three months ending August 31, 2009 was $249,967
up $229,321 compared to $20,646 for the prior period in 2008.
Loss
per share
The loss
per share for the three months ending August 31, 2009 was $0.014 compared to
$0.002 for the same period in 2008.
LIQUIDITY
AND CAPITAL RESOURCES
Cash as
of August 31, 2009 was $172,905 compared to cash of $202,726 at August 31, 2008.
During the year ended August 31, 2009 the Company completed non-brokered private
placements of 3,600,256 units at a purchase price of $0.05 per unit for gross
proceeds of $180,013 and converted loans payable in the amount of $62,500
through the issuance of a total of 1,250,000 units at an attributed value of
$0.05 per unit. During the year ended August 31, 2009 the primary use of funds
was related to general and administrative expenditures and a cash payment of
$118,000 to note holders of 1354166 Alberta Ltd. following the closing of the
acquisition. The Company’s working capital deficiency at August 31, 2009 is
$137,372 compared to a working capital deficiency of $93,634 at August 31,
2008.
The
Company’s past primary source of liquidity and capital resources has been
advances, cash flow from oil and gas operations, proceeds from the sale of
marketable securities and the issuance of common shares.
If
the Company issued additional common shares from treasury it would cause the
current shareholders of the Company dilution.
OUTLOOK
AND CAPITAL REQUIREMENTS
The
Company’s producing properties are fully developed and there are no further
expected outlays or expenses projected to develop these properties at this time.
Management of the Company recognizes that cash flow from operations is not
sufficient to expand its oil and gas operations and reserves. The Company will
be required to obtain external financing in order to participate in any
additional opportunities.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company has no off-balance sheet arrangements.
10
SEGMENTED
INFORMATION
The
Company’s only segment is oil and gas exploration and production. All
reportable segments are located in Canada.
SEASONALITY
AND TREND INFORMATION
The first
trend is the volatility of commodity prices. Natural gas is a commodity
influenced by factors within North America. A tight supply demand balance for
natural gas causes significant elasticity in pricing, whereas higher than
average storage levels tend to depress natural gas pricing. Drilling activity,
weather, fuel switching and demand for electrical generation are all factors
that affect the supply-demand balance. Recently, liquefied natural gas shipments
to North America have also resulted in natural gas supply and natural gas
pricing being based more on factors other than supply and demand in North
America. Changes to any of these or other factors create price
volatility.
Crude oil
is influenced by the world economy, Organization of the Petroleum Exporting
Countries' ("OPEC") ability to adjust supply to world demand and weather.
Political events also trigger large fluctuations in price levels. The current
global financial crisis has reduced liquidity in financial markets thereby
restricting access to financing and has caused significant volatility to
commodity prices. Petroleum prices are expected to remain volatile for the
remainder of 2009 as a result of market uncertainties over the supply and demand
of these commodities due to the current state of the world economies, OPEC
actions and the ongoing global credit and liquidity concerns.
The
impact on the oil and gas industry from commodity price volatility is
significant. During periods of high prices, producers generate sufficient cash
flows to conduct active exploration programs without external capital. Increased
commodity prices frequently translate into very busy periods for service
suppliers triggering premium costs for their services. Purchasing land and
properties similarly increase in price during these periods. During low
commodity price periods, acquisition costs drop, as do internally generated
funds to spend on exploration and development activities. With decreased demand,
the prices charged by the various service suppliers also decline.
World oil
and gas prices are quoted in United States dollars and the price received by
Canadian producers is therefore affected by the Canadian/U.S. dollar exchange
rate, which will fluctuate over time. Material increases in the value of the
Canadian dollar may negatively impact production revenues from Canadian
producers. Such increases may also negatively impact the future value of such
entities' reserves as determined by independent evaluators. In recent years, the
Canadian dollar has increased materially in value against the United States
dollar although the Canadian dollar has recently decreased from such
levels.
A second
trend within the Canadian oil and gas industry is the "renewal" of private and
small junior oil and gas companies starting up business. These companies often
have experienced management teams from previous industry organizations that have
disappeared as a part of the ongoing industry consolidation. Many are able to
raise capital and recruit well qualified personnel. To the extent that this
trend continues, we will have to compete with these companies and others to
attract qualified personnel.
A third
trend currently affecting the oil and gas industry is the impact on capital
markets caused by investor uncertainty in the global economy. The capital market
volatility in Canada has also been affected by uncertainties surrounding the
economic impact that the Kyoto Protocol and other environmental initiatives will
have on the sector and, in more recent times, by the tax changes relating to
income trusts and other "specified investment flow-through" entities ("SIFTs")
and by the NRF and new Alberta government royalty programs implemented along
with the NRF. The impact of the NRF and these new royalty programs is still
being determined and will vary company to company based on the percentage of
production in Alberta, their commodity mix and depths of production, among other
things. The amount and degree of these impacts have yet to be
determined.
Pursuant
to the existing provisions of the Tax Act, to the extent that a SIFT has any
income for a taxation year after certain inclusions and deductions, the SIFT
will be permitted to deduct all amounts of income which are paid or become
payable by it to unitholders in the year. Under the legislation which received
Royal Assent on June 22, 2007, SIFTs will be liable for tax at a rate consistent
with the taxes currently imposed on corporations commencing in January 2011,
provided that the SIFT experiences only "normal growth" and no "undue expansion"
before then, in which case the tax could be imposed prior to the January 2011
deadline. Although the tax changes will not affect the method in which the
Company will be taxed, it may have an impact on the ability of a SIFT to
purchase producing assets from oil and gas exploration and production companies
(as well as the price that a SIFT is willing to pay for such an acquisition)
thereby affecting exploration and production companies' ability to be sold to a
SIFT which has been a key "exit strategy" in recent years for oil and gas
companies. This may be a benefit for the Company as it will compete with SIFTs
for the acquisition of oil and gas properties from junior producers. However, it
may also limit the Company’s ability to sell producing properties or pursue an
exit strategy.
11
RELATED
PARTY TRANSACTIONS AND BALANCES
The
following transactions with an individual related to the Company which arose in
the normal course of business have been accounted for at the exchange amount
being the amount agreed to by the related parties, which approximates the arms
length equivalent value:
|
2009
|
2008
|
2007
|
||||||||||
|
Management
fees to the President and Director of
the Company
|
$ | 18,000 | $ | 12,000 | $ | 12,000 | ||||||
The
following balances owing to an individual related to the Company are included in
accounts payable and advances payable and are unsecured, non-interest
bearing and due on demand:
|
2009
|
2008
|
2007
|
||||||||||
|
Management
fees to the President and Director of
the Company
|
$ | 14,700 | $ | 6,000 | $ | 82,000 | ||||||
Beginning
May 1, 2009 the Company increased the management fee from $1,000 to $2,500 per
month to the President of the Company.
On
February 5, 2009, a corporation in which the Company’s President has voting and
investment power, acquired 1,600,000 Units at a price of $0.05 per unit.
Each unit was comprised of one common share and one common share purchase
warrant. Each warrant is exercisable until February 5, 2014, to purchase
one common share at a purchase price of $0.07 per share.
On
February 25, 2009, the Company’s President acquired 600,000 Units at a price of
$0.05 per Unit. Each unit was comprised of one common share and one common
share purchase warrant. Each warrant is exercisable until February 25,
2014 to purchase one common share at a purchase price of $0.07 per
share.
On
February 25, 2009, a director of the Company acquired 50,000 Units at a price of
$0.05 per Unit. Each unit was comprised of one common share and one common
share purchase warrant. Each warrant is exercisable until February 25,
2014 to purchase one common share at a purchase price of $0.07 per
share.
On
February 27, 2009, Eagleford acquired the issued and outstanding shares of
1354166 Alberta Ltd. for total consideration of $445,528 satisfied by the
issuance of 8,910,564 units of the Company at $0.05 per
unit. Following the closing, the Company paid to note holders
of 1354166 the amount of $118,000 by cash payment.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Going
Concern
These
audited consolidated financial statements have been prepared on a going concern
basis which contemplates the realization of assets and the payment of
liabilities in the ordinary course of business. The Company plans to obtain
additional financing by way of debt or the issuance of common shares or some
other means to service its current working capital requirements, any additional
or unforeseen obligations or to implement any future opportunities. Should the
Company be unable to continue as a going concern, it may be unable to realize
the carrying value of its assets and to meet its liabilities as they become due.
These consolidated financial statements do not include any adjustments for this
uncertainty.
12
The
Company has accumulated losses and cash flows from operations are negative which
raises doubt as to the validity of the going concern assumption. As at August
31, 2009, the Company had working capital deficiency of $137,372 and an
accumulated deficit of $1,028,526. In assessing whether the going concern
assumption is appropriate, management takes into account all available
information about the future, which is at least, but not limited to, twelve
months from the end of the reporting period. The Company's ability to continue
operations and fund its liabilities is dependent on management's ability to
secure additional financing and cash flow. Management is pursuing such
additional sources of financing and cash flow and while it has been successful
in doing so in the past, there can be no assurance it will be able to do so in
the future. Management is aware, in making its assessment, of material
uncertainties related to events or conditions that may cast significant doubt
upon the entity's ability to continue as a going concern. Accordingly, they do
not give effect to adjustments that would be necessary should the Company be
unable to continue as a going concern and therefore to realize its assets and
liquidate its liabilities and commitments in other than the normal course of
business and at amounts different from those in the accompanying consolidated
financial statements.
The
consolidated financial statements of Eagleford Energy Inc. have been prepared in
accordance with accounting principles generally accepted in
Canada. The preparation of our consolidated financial statements in
accordance with US GAAP have resulted in differences to the consolidated balance
sheet and the consolidated statement of loss, comprehensive loss and deficit
from the consolidated financial statements prepared using Canadian GAAP (see
Reconciliation to Accounting Principles Generally Accepted in the United States
below).
Principles
of Consolidation
The
consolidated financial statements include the accounts of Eagleford Energy Inc.
, the legal parent, together with its wholly-owned subsidiaries, 1406768 Ontario
Ltd. and 1354166 Alberta Ltd. All material inter-company transactions have been
eliminated.
Marketable
Securities
At each
financial reporting period, the Company estimates the fair value of investments
which are held-for-trading, based on quoted closing bid prices at the
consolidated balance sheet dates or the closing bid price on the last day the
security traded if there were no trades at the consolidated balance sheet dates
and such valuations are reflected in the consolidated financial statements. The
resulting values for unlisted securities whether of public or private issuers,
may not be reflective of the proceeds that could be realized by the Company upon
their disposition. The fair value of the securities at August 31, 2009 was $1
(2008 - $1).
Cash
and Cash Equivalents
The
Company classified cash, redeemable investment deposits, and deposits with
original maturities less than or equal to three months as cash and cash
equivalents.
Oil
and Gas Interests
The
Company follows the successful efforts method of accounting for its oil and gas
interest. Under this method, costs related to the acquisition,
exploration, and development of oil and gas interests are capitalized. The
Company carries as an asset, exploratory well costs if a) the well found a
sufficient quantity of reserves to justify its completion as a producing well
and b) the Company is making sufficient progress assessing the reserves and the
economic and operating viability of the project. If a property is not productive
or commercially viable, its costs are written off to
operations. Impairment of non-producing properties is assessed based
on management's expectations of the properties.
Costs
capitalized, together with the costs of production equipment, are depleted on
the unit-of-production method based on the estimated proved
reserves.
Proved
oil and gas properties held and used by the Company are reviewed for impairment
whenever events and circumstances indicate that the carrying amounts may not be
recoverable. Impairments are measured by the amount by which the asset’s
carrying value exceeds its fair value and is included in the determination of
net income for the year.
13
Revenue
Recognition
Revenues
associated with the sale of crude oil and natural gas are recorded when the
title passes to the customer. The customer has assumed the risks and rewards of
ownership, prices are fixed or determinable and collectability is reasonably
assured. The
Company does not enter into ongoing arrangements whereby it is required to
repurchase its products, nor does the Company provide the customer with a right
of return.
Royalties
As is
normal to the industry, the Company's future production is subject to crown
royalties. These amounts are reported net of related tax
credits.
Environmental and Site
Restoration Costs
The
Company recognizes an estimate of the liability associated with an asset
retirement obligation (“ARO”) in the financial statements at the time the
liability is incurred. The estimated fair value of the ARO is recorded as a
long-term liability with a corresponding increase in the carrying amount of the
related asset. The capitalized amount is depleted on a straight-line basis over
the estimated life of the asset. The liability amount is increased each
reporting period due to the passage of time and the amount of accretion to
operations in the period. The ARO can also increase or decrease due to changes
in the estimates of timing of cash flows or changes in the original estimated
undiscounted cost. Actual costs incurred upon settlement of the ARO are charged
against the ARO to the extent of the liability recorded.
Ceiling
Test
The
Company performs a ceiling test calculation in accordance with the Canadian
Institute of Chartered Accountants’ successful efforts method guidelines,
including an impairment test on undeveloped properties. The recovery of costs is
tested by comparing the carrying amount of the oil and natural gas assets to the
reserves report. If the carrying amount exceeds the recoverable amount, then
impairment would be recognized on the amount by which the carrying amount of the
assets exceeds the present value of expected cash flows using proved plus
probable reserves and expected future prices and costs. At August 31, 2009 the
Company recorded an impairment of $105,805 (2008 - $528).
Foreign
currencies
Assets
and liabilities denominated in currencies other than Canadian dollars are
translated at exchange rates in effect at the balance sheet date. Revenue and
expense items are translated at the average rates of exchange for the year.
Exchange gains and losses are included in the determination of net income for
the year.
Financial
Instruments
The
Company's financial instruments consist of certain instruments with short term
maturities. It is management's opinion that the Company is not
exposed to any significant interest rate or credit risks arising from these
financial instruments. The fair value of short term financial
instruments approximates the carrying value. All of the Company's
cash is held at one major financial institution.
Accounting
Estimates
The
preparation of the consolidated financial statements in conformity with Canadian
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and the
disclosures of revenues and expenses for the reported year. Actual results may
differ from those estimates.
The
amounts recorded for depletion and amortization of oil and gas properties and
the valuation of these properties, are based on estimates of proved and probable
reserves, production rates, oil and gas prices, future costs and other relevant
assumptions. The effect on the consolidated financial statements of changes in
estimates in future periods could be significant.
Income
Taxes
The
Company accounts for income taxes under the asset and liability method. Under
this method, future income tax assets and liabilities are recognized for the
future tax consequences attributable to differences between financial reporting
and tax bases of assets and liabilities and available loss carry forwards and
are measured using the substantively enacted tax rates and laws that will be in
effect when the differences are expected to be reversed. A valuation allowance
is established to reduce tax assets if it is more likely than not that all or
some portions of such tax assets will not be realized.
14
Non-Monetary
Transactions
Transactions
in which shares or other non-cash consideration are exchanged for assets or
services are measured at the fair value of the assets or services involved in
accordance with Section 3830 (“Non-monetary Transactions”) of the Canadian
Institute of Chartered Accountants Handbook (“CICA Handbook”).
Stock-Based
Compensation
The
Company has a stock option plan. The fair value method of accounting is used to
account for stock options granted to directors, officers and employees whereby
the weighted average fair value of options granted is recorded as a compensation
expense in the consolidated financial statements. Compensation expense is based
on the estimated fair value at the time of the grant and recognized over the
vesting period of the option. Upon exercise of the options, the amount of the
consideration paid together with the amount previously recorded in contributed
surplus is recorded as an increase in share capital.
Loss
Per Share
Basic
loss per share is calculated by dividing the loss for the year by the weighted
average number of common shares outstanding during the year. Diluted loss per
share is computed using the treasury stock method. Under this method, the
diluted weighted average number of shares is calculated assuming the proceeds
that arise from the exercise of stock options and other dilutive instruments are
used to repurchase the Company’s shares at their weighted average market price
for the period
CHANGE
IN ACCOUNTING POLICY AND FUTURE ACCOUNTING CHANGES
|
|
(a)
|
Accounting
Changes
|
During
2007, the Company adopted the revised CICA Section 1506, “Accounting Changes”,
which provides expanded disclosures for changes in accounting policies,
accounting estimates and corrections of errors. Under the new standard,
accounting changes should be applied retrospectively unless otherwise permitted
or where impracticable to determine. As well, voluntary changes in accounting
policy are made only when required by a primary source of GAAP or when the
change results in more relevant and reliable information. The impact that the
adoption of Section 1506 will have on the Company’s results of operations and
financial condition will depend on the nature of future accounting
changes.
(b)
Comprehensive Income (Loss) and Deficit
During
2007, the Company adopted the CICA Section 1530, “Comprehensive Income”. Under
the new standards, a new statement, the Statement of Comprehensive Income
(Loss), has been introduced that will provide for certain gains and losses
arising from changes in fair value, to be temporarily recorded outside the
income statement. Upon adoption of Section 1530, the Company incorporated the
new required Statement of Comprehensive Loss by creating “Consolidated Statement
of Loss, Comprehensive Loss, and Deficit”. The application of this revised
standard did not result in comprehensive loss being different from net loss for
the periods presented. Should the Company recognize any other comprehensive loss
in the future, the cumulative changes in other comprehensive loss would be
recognized in Accumulated Other Comprehensive Loss, which would be presented as
a new category within shareholders’ deficiency on the consolidated balance
sheets.
(c)
Financial Instruments
During
2007, the Company adopted Section 3855, “Financial Instruments – Recognition and
Measurement”, and Section 3861 “Financial Instruments – Disclosure and
Presentation”. All financial instruments, including derivatives, are to be
included in the Company’s Consolidated Balance Sheets and measured, in most
cases, at fair value upon initial recognition. Measurement in subsequent periods
depends on whether the financial instrument has been classified as
held-for-trading, available-for-sale, held-to-maturity, loans or receivables, or
other financial liabilities. Financial assets and financial liabilities held-for
trading are measured at fair value with changes in those fair values recognized
in net earnings. Financial assets held-to-maturity, loans and receivables, and
other financial liabilities are measured at amortized cost using the effective
interest method of amortization. Investments in equity instruments classified as
available-for-sale that do not have a quoted market price in an active market
are measured at the lower of cost and the carrying value. The financial
instruments recognized on the Company’s consolidated balance sheets are deemed
to approximate their estimated fair values, therefore no further adjustments
were required upon adoption of the new section. The Company has
designated its cash as held-for-trading which is measured at fair value and its
marketable securities have been designated as available-for-sale. All other
financial assets were classified as loans or receivables. All financial
liabilities were classified as other liabilities.
15
(d)
Hedges
During
fiscal 2008 the Company adopted CICA Section 3865, “Hedges” which specifies
circumstances under which hedge accounting is permissible and how hedge
accounting may be performed. The Company currently does not have any
hedges.
(e)
Financial Instruments – Disclosures and Presentation
During
fiscal 2008, the Company adopted CICA Section 3862, “Financial Instruments –
Disclosures” and Section 3863, “Financial Instruments–Presentation”, which will
replace Section 3861, “Financial Instruments – Disclosure and Presentation”.
These new sections 3862 (on disclosures) and 3863 (on presentation) replace
Section 3861, revising and enhancing its disclosure requirements, and carrying
forward unchanged its presentation requirements. Section 3862 complements the
principles recognizing measuring and presenting financial assets and financial
liabilities in Financial Instruments. Section 3863 deals with the classification
of financial instruments, from the perspective of the issuer, between
liabilities and equity, the classification of related interest, dividends,
losses and gains, and the circumstances in which financial assets and financial
liabilities are offset.
(f)
Capital Disclosures
During
fiscal 2008, the Company adopted CICA 1535, “Capital Disclosures”. This new
pronouncement establishes standards for disclosing information about an entity’s
capital and how it is managed. Section 1535 also requires the disclosure of any
externally-imposed capital requirements, whether the entity has complied with
them, and if not, the consequences.
(g)
Inventories
During
fiscal 2008 the Company adopted CICA Section 3031, “Inventories” which replaced
Section 3030 and establishes new standards for the measurement and disclosure of
inventories. The main features of the new Section are as follows:
|
|
·
|
Measurement
of inventories at the lower of cost and net realizable
value
|
|
|
·
|
Consistent
use of either first-in, first-out or a weighted average cost formula to
measure cost
|
|
|
·
|
Reversal
of previous write-down to net realizable value when there is a subsequent
increase to the value of
inventories.
|
This new
standard did not have an impact on the Company’s financial
statements.
(h)
Future Accounting Changes
The CICA
issued a new accounting standard, Section 3064, “Goodwill and Intangible
Assets”. This section replaces Section 3062, “Goodwill and Other Intangible
Assets” and Section 3450, “Research and Development Costs”. Various changes have
made to other sections of the CICA Handbook for consistency purposes. Section
3064 establishes standards for the recognition, measurement, presentation and
disclosure of goodwill subsequent to its initial recognition and of intangible
assets by profit-oriented enterprises. Standards concerning goodwill are
unchanged from the standards included in the previous Section 3062. The new
section will be applicable to financial statements relating to fiscal years
beginning on or after October 1, 2008. Accordingly, the Company will adopt the
new standards for its fiscal year beginning September 1, 2009. The Company is
currently assessing the impact that the adoption of this standard will have on
its financial statements.
16
The CICA
has amended Section 1400, “General Standard of Financial Statement Presentation”
which is effective for annual and interim financial periods beginning on or
after October 1, 2008 to include requirements to assess and disclose the
Company’s ability to continue as a going concern. The adoption of this new
section is not expected to have an impact on the Company’s financial
statements.
Business
Combinations, Consolidated Financial Statements and Non-controlling Interests –
The CICA issued three new accounting standards in January 2009: section 1582,
Business Combinations,
section 1601, Consolidated
Financial Statements, and section 1602, Non-controlling interests.
These new standards will be effective for fiscal years beginning on or after
January 1, 2011. The Company is in the process of evaluating the requirements of
the new standards.
Section
1582 replaces section 1581, and establishes standards for the accounting for a
business combination. It provides the Canadian equivalent to International
Financial Reporting Standard IFRS 3 – Business Combinations. The section
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after January 1, 2011.
Sections
1601 and 1602 together replace 1600 – Consolidated Financial Statements.
Section 1601, establishes standards for the preparation of consolidated
financial statements. Section 1601 applies to interim and annual consolidated
financial statements relating to fiscal years beginning on or after January 1,
2011.
Section
1602 establishes standards for accounting for a non-controlling interest in a
subsidiary in consolidated financial statements subsequent to a business
combination. It is equivalent to the corresponding provisions of International
Financial Reporting Standard IAS 27 - Consolidated and Separate Financial
Statements and applies to interim and annual consolidated financial
statements relating to fiscal years beginning on or after January 1,
2011.
In
February 2008, the Accounting Standards Board “(AcSB)” confirmed that the use of
IFRS will be required in 2011 for publicly accountable enterprises in Canada. In
April 2008, the AcSB issued an IFRS Omnibus Exposure Draft proposing that
publicly accountable enterprises be required to apply IFRS, in full and without
modification, for fiscal years beginning on or after January 1, 2011. The
adoption date of September 1, 2011 for this company will require the
restatement, for comparative purposes, of amounts reported by the Company for
its year ended August 31, 2011, and of the opening balance sheet as at September
1, 2010. The AcSB proposes that CICA Handbook Section, Accounting Changes, paragraph
1506.30, which would require an entity to disclose information relating to a new
primary source of GAAP that has been issued but is not yet effective and that
the entity has not applied, not be applied with respect to the IFRS Omnibus
Exposure Draft. The Company is continuing to assess the financial reporting
impacts of the adoption of IFRS and, at this time, the impact on future
financial position and results of operations is not reasonably determinable or
estimable. The Company does anticipate a significant increase in disclosure
resulting from the adoption of IFRS and is continuing to assess the level of
disclosure required, as well as system changes that may be necessary to gather
and process the required information.
RECONCILIATION
TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES
The
Company's accounting policies do not differ materially from accounting
principles generally accepted in the United States ("US GAAP") except for the
following:
Oil and
Gas Interests
In
applying the full cost method under US GAAP (Regulation S-X Article 4-10), the
Company performs a ceiling test based on the same calculations used for Canadian
GAAP except the Company is required to discount future net revenues from proved
reserves at 10% as opposed to utilizing the fair market value and probable
reserves are excluded. During the year an impairment loss of $179,443 for US
GAAP and an impairment loss of $105,805 was recorded for Canadian
GAAP.
If US
GAAP was followed, the effect on the consolidated balance sheet would be as
follows:
17
|
2009
|
2008
|
|||||||
|
Total
assets according to Canadian GAAP
|
$ | 600,327 | $ | 208,486 | ||||
|
Additional
impairment of oil and gas interests
|
(73,638 | ) | - | |||||
|
Total
assets according to US GAAP
|
$ | 526,689 | $ | 208,486 | ||||
|
2009
|
2008
|
|||||||
|
Total
shareholders’ equity (deficiency) according to Canadian
GAAP
|
$ | 265,994 | $ | (93,186 | ) | |||
|
Deficit
adjustment per US GAAP
|
||||||||
|
Additional
impairment of oil and gas interests
|
(73,638 | ) | - | |||||
|
Total
shareholders’ equity (deficiency) according to US GAAP
|
$ | 192,356 | $ | (93,186 | ) | |||
If US
GAAP was followed, the effect on the consolidated statements of loss and
comprehensive loss would be as follows:
|
2009
|
2008
|
2007
|
||||||||||
|
Net
loss, comprehensive loss according to Canadian GAAP
|
$ | 328,861 | $ | 50,514 | $ | 39,945 | ||||||
|
Add: Additional
impairment of oil and gas interests
|
73,638 | - | - | |||||||||
|
Net
loss, comprehensive loss according to US GAAP
|
$ | 402,499 | $ | 50,514 | $ | 39,945 | ||||||
|
Loss
per share, basic and diluted
|
$ | (0.023 | ) | $ | (0.006 | ) | $ | (0.006 | ) | |||
|
Shares
used in the computation of loss per share
|
17,646,295 | 7,955,482 | 6,396,739 | |||||||||
Recently
Issued United States Accounting Standards:
In July
2006, the Financial Accounting Standards Board ("FASB") has published FASB
Interpretation No. 48 ("FIN No.48), Accounting for Uncertainty in Income Taxes,
to address the non-comparability in reporting tax assets and liabilities
resulting from a lack of specific guidance in FASB Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, on the
uncertainty in income taxes recognized in an enterprise's financial statements.
FIN No. 48 will apply to fiscal years beginning after December 15, 2006, with
earlier adoption permitted. The adoption of FIN 48 did not have a material
effect on the Company's financial condition or results of
operations.
In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." SFAS
No. 157 clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing an asset or liability and
establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. Under the standard, fair value measurements would be
separately disclosed by level within the fair value hierarchy. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years, with early
adoption permitted. The adoption of SFAS No. 157 did not have a material impact
on the consolidated financial statements.
In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the
overfunded or underfunded status of a defined benefit postretirement plan (other
than a multiemployer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity or
changes in unrestricted net assets of a not-for-profit organization. This
statement also requires an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. The provisions of SFAS No. 158 are effective for employers with
publicly traded equity securities as of the end of the fiscal year ending after
December 15, 2006. The adoption of this statement did not have a material effect
on the Company’s financial position or results of operations.
18
In
September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current
Year Financial Statements” (“SAB No. 108”). SAB No.108 addresses how the effect
of prior year uncorrected misstatements should be considered when quantifying
misstatements in current year financial statements. SAB No. 108 requires SEC
registrants (i) to quantify misstatements using a combined approach which
considers both the balance sheet and income statement approaches; (ii) to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors; and (iii) to
adjust their financial statements if the new combined approach results in a
conclusion that an error is material. SAB No. 108 addresses the mechanics of
correcting misstatements that include effects from prior years. It indicates
that the current year correction of a material error that includes prior year
effects may result in the need to correct prior year financial statements even
if the misstatement in the prior year of years is considered immaterial. Any
prior year financial statements found to be materially misstated in years
subsequent to the issuance of SAB No. 108 would be restated in accordance with
SFAS No. 154, “Accounting Changes and Error Corrections”. Because the combined
approach represents a change in practice, the SEC staff will not require
registrants that followed an acceptable approach in the past to restate prior
years’ historical financial statements. Rather, these registrants can report the
cumulative effect of adopting the new approach as an adjustment to the current
year’s beginning balance of retained earnings. If the new approach is adopted in
a quarter other than the first quarter, financial statements for prior interim
periods within the year of adoption may need to be restated. SAB No. 108 is
effective for fiscal years ending after November 15, 2006, which for the Company
would be its fiscal year beginning April 1, 2007. The implementation of SAB No.
108 did not have a material impact on the Company’s results of operations and
financial condition.
In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) – the fair value option
for financial assets and liabilities including an amendment of SFAS 115. This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This statement is
expected to expand the use of fair value measurement objectives for accounting
for financial instruments. This statement is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007, and interim
periods within those fiscal years. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided
the entity also elects to apply the provisions of FASB Statement No. 157, “Fair
Value Measures”. The adoption of SFAS No. 159 did not have a material impact on
its consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements-An Amendment of ARB No. 51" ("SFAS
160"). SFAS 160 establishes accounting and reporting standards for the
non-controlling interest in a subsidiary (previously referred to as minority
interests). SFAS 160 also requires that a retained non-controlling interest upon
the deconsolidation of a subsidiary be initially measured at its fair value.
Upon adoption of SFAS 160, the Company would be required to report any
non-controlling interests as a separate component of stockholders' equity. The
Company would also be required to present any net income allocable to non-
controlling interests and net income attributable to the stockholders of the
Company separately in its consolidated statements of operations. SFAS 160 is
effective for annual periods beginning after December 15, 2008. The adoption of
SFAS 160 is not expected to have a material impact on the company’s financial
statements.
In March
2008, the FASB issued FAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities” (“FAS 161”). FAS 161 changes the
disclosure requirements for derivative instruments and hedging activities by
requiring enhanced disclosures about how and why an entity uses derivatives
instruments, how derivative instruments and related hedged items affect an
entity’s operating results, financial position, and cash flows. FAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. Early adoption is permitted. The provisions
of FAS 161 are only related to disclosure of derivative and hedging
activities. The adoption of SFAS 161 will not have a material impact
on its consolidated operating results, financial position or cash
flows.
May 2008,
the FASB issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting Principles ("SFAS No.
162"). The new standard is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles (GAAP) for
nongovernmental entities. SFAS No. 162 is effective 60 days following the
Securities and Exchange Commission's approval of the Public Company Accounting
Oversight Board Auditing amendments to AU Section 411, The Meaning of Present
Fairly in Conformity with Generally Accepted Accounting Principles. The Company
is currently evaluating the impact of adoption of SFAS No. 162 but does not
expect adoption to have a material impact on results of operations, cash flows
or financial position.
19
In May
2008, the FASB issued SFAS No.
163, Accounting for Finance Guarantee Insurance Contracts – an interpretation of
FASB Statement No. 60. The premium revenue
recognition approach for a financial guarantee insurance contract links premium
revenue recognition to the amount of insurance protection and the period in
which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation. This Statement
is effective for financial statements issued for fiscal years beginning after
December 15, 2008. The adoption of SFAS No. 163 is not expected to have a
material effect on the Company’s financial statements.
In May
2009, the Financial Accounting Standards Board (“FASB”) issued Statement No.
165, Subsequent Events
(SFAS 165), addressing accounting and disclosure requirements related to
subsequent events. SFAS 165 requires management to evaluate subsequent events
through the date the financial statements are either issued or available to be
issued, depending on the company’s expectation of whether it will widely
distribute its financial statements to its shareholders and other financial
statement users. Companies will be required to disclose the date through which
subsequent events have been evaluated. Statement 165 is effective for interim or
annual financial periods ending after June 15, 2009 and should be applied
prospectively. The adoption of SFAS 165 did not have a material effect on the
Company’s financial statements.
On June
12, 2009, the FASB issued FAS No. 166, which amends the de-recognition guidance
in FAS No. 140. FAS No. 166 eliminates the concept of a QSPE (Qualified Special
Purpose Entity) and eliminates the exception from applying FIN 46(r),
Consolidation of Variable Interest Entities to QSPE’s. Additionally, this
Statement clarifies that the objective of paragraph 9 of FAS 140 is to determine
whether a transferor has surrendered control over transferred financial assets.
That determination must consider the transferor’s continuing involvements in the
transferred financial asset, including all arrangements or agreements made
contemporaneously with, or in contemplation of, the transfer, even if they were
not entered into at the time of the transfer. This Statement modifies the
financial-components approach used in Statement 140 and limits the circumstances
in which a financial asset, or portion of a financial asset, should be
derecognized when the transferor has not transferred the entire original
financial asset to an entity that is not consolidated with the transferor in the
financial statements being presented and/or when the transferor has continuing
involvement with the transferred financial asset. It defines the term
“participating interest” to establish specific conditions for reporting a
transfer of a portion of a financial asset as a sale. Under this statement, when
the transfer of financial assets are accounted for as a sale, the transferor
must recognize and initially measure at fair value all assets obtained and
liabilities incurred as a result of the transfer. This includes any retained
beneficial interest. The implementation of this standard materially effects the
securitization process in general, as it eliminates off-balance sheet
transactions when an entity retains any interest in or control over assets
transferred in this process. However, we do not believe the implementation of
this standard will materially effect our reporting as we have no legacy QSPE’s
and it is our intent to treat securitizations as financings. The effective date
for FAS 166 is January 1, 2010. The adoption of SFAS No. 166 is not expected to
have a material effect on the Company’s financial statements.
In
conjunction with FAS No. 166, FASB issued FAS 167 which amends FASB
Interpretation No. 46(R), (FIN 46(R)). This statement requires an enterprise to
perform an analysis to determine whether the enterprise’s variable interest or
interests give it a controlling financial interest in a variable interest
entity. The analysis identifies the primary beneficiary of a variable interest
entity (VIE) as the enterprise that has both: a) the power to direct the
activities that most significantly impact the entity’s economic performance and
b) the obligation to absorb losses of the entity or the right to receive
benefits from the entity which could potentially be significant to the VIE. With
the removal of the QSPE exemption, established QSPE’s must be evaluated for
consolidation under this statement. This statement requires enhanced disclosures
to provide users of financial statements with more transparent information about
and enterprises involvement in a VIE. Further, this statement also requires
ongoing assessments of whether an enterprise is the primary beneficiary of a
VIE. Should we treat securitizations as sales in the future, we will analyze the
transactions under the guidelines of FAS No, 167 for consolidation. The
effective date for FAS 167 is January 1, 2010. The adoption of SFAS No. 167 is
not expected to have a material effect on the Company’s financial
statements.
20
In June
2009, the FASB issued Statement of Financial Accounting Standards No. 168,
“The FASB Accounting Standards Codification™ and
“The Hierarchy of Generally
Accepted Accounting Principles—a replacement of FASB Statement
No. 162” (“FASB 168”). FAS 168 identifies the sources of accounting
principles and the framework for selecting the accounting principles used in
preparing financial statements of nongovernmental entities that are presented in
conformity with U.S. GAAP. FAS 168 will be effective for financial statements
that cover interim and annual periods ending after September 15, 2009. We
do not expect the adoption of FAS 168 to have an impact on our
financial statements.
In
December 2008, the SEC published its final rule, (SAB 113) Modernization of Oil
and Gas reporting requirements, to modernize and update oil and gas disclosure
requirements and align them with current practice and change in
technology. The Final Rule is effective for registration statements
filed on or after January 1, 2010 and for annual reports on Forms 10-K and 20-F
for fiscal years ending on or December 31, 2009. The company will be
assessing the impact of this Final Rule on its financial reporting for fiscal
2010.
DISCLOSURE
CONTROLS AND PROCEDURES
Disclosure
controls are procedures designed to ensure that information is recorded,
processed, summarized and communicated to the Company’s management including the
Chief Executive Officer (“CEO”) and acting Chief Financial Officer (“CFO”) to
allow timely decisions regarding required disclosure.
The
Company’s management including the CEO and acting CFO does not expect that the
Company’s disclosure controls will prevent or detect all errors and all
fraud. Due to inherent limitations in all control systems, an
evaluation of controls can only provide reasonable, not absolute, assurance that
all control issues and instances of error or fraud, if any, within the Company
have been detected.
The CEO
and acting CFO have concluded that, subject to the inherent limitations noted
above, the Company’s Disclosure Controls are effective in ensuring that material
information relating to the Company is known to management on a timely basis and
is included as appropriate in this MD&A.
INTERNAL
CONTROLS OVER FINANCIAL REPORTING
Internal
controls are designed to provide reasonable assurance regarding the reliability
of the Company’s financial reporting and preparation of the Company’s
consolidated financial statements for external purposes in accordance with
Generally Accepted Accounting Principles (“GAAP”). At this time the Company is
not required to test the effectiveness of internal control over financial
reporting and such testing has not been performed.
The CEO
and acting CFO have performed procedures they believe in their personal judgment
are appropriate to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the consolidated financial statements
for external purposes in accordance with GAAP. Management including
the CEO and acting CFO considers the size and the nature of the Company’s
operations and exercises judgment in designing appropriate and cost-effective
controls for the detection and prevention of material errors in the consolidated
financial statements or occurrence of fraud with a potential material impact on
the reliability of the consolidated financial statements. Due to inherent
limitations, the Company’s system of internal control over financial reporting
does not guarantee that a material misstatement in the consolidated financial
statements or occurrence of fraud would be prevented or detected in a timely
manner.
The
Company believes that its internal controls over financial reporting and
consistent with other companies of its size and that any material weaknesses may
be mitigated by several factors including:
|
a)
|
The
Company has a Disclosure Policy, a Code of Ethics, and a
Reporting of Inappropriate Activity
Policy;
|
|
b)
|
Management
reviews most transactions of the Company and prepares the consolidated
financial statements;
|
|
c)
|
Management
signs all of the Company’s cheques;
|
|
d)
|
The
Company does not have operations in multiple locations;
and
|
21
|
e)
|
The
small size of the Company affords management reasonably detailed knowledge
and oversight of the Company’s
operations.
|
Management
does not believe that there have been any changes in the Company’s internal
controls over financial reporting during the period ended August 31, 2009 which
have or are likely to have a material effect on the Company’s internal control
over financial reporting.
INTERNATIONAL
FINANCIAL REPORTING STANDARDS IMPLEMENTATION PLAN
On
February 13, 2008, the Accounting Standards Board confirmed that the transition
date to International Financial Reporting Standards (“IFRS”) from Canadian GAAP
will be January 1, 2011 for publicly accountable enterprises. Therefore the
Company will be required to report its results in accordance with IFRS starting
in 2011, with comparative IFRS information for the 2010 fiscal
year.
The
Company is undertaking a preliminary diagnostic and will develop an IFRS
conversion implementation plan, which will include a detailed assessment of the
impact of the conversion on the financial statements and related disclosures
throughout 2009. The plan will also consider the impact of the
conversion of the Company’s internal controls over financial reporting,
performance measurement systems, disclosure controls and procedures and other
business activities that may be influenced by GAAP measurement.
The
Company is analyzing the significant IFRS-GAAP differences with respect to the
Company’s financial statements and disclosures however, at this time the impact
on our future financial position and results of operations is not reasonably
determinable. The Company will quantify the potential effect of these
differences as part of the conversion implementation plan.
OTHER
MD&A REQUIREMENTS
(a) Additional
Information
Additional
information relating to the Company may be obtained or viewed from the System
for Electronic Data Analysis and Retrieval (SEDAR) at www.sedar.com
and via the
Electronic Data Gathering Analysis and Retrieval System (EDGAR) at www.sec.gov.
(b) Share
Capital as at August 31, 2009 and the date of this MD&A
Authorized:
Unlimited
number of common shares
Unlimited
non-participating, non-dividend paying, voting redeemable preference
shares
Issued:
|
Common
Shares
|
Number
|
Amount
|
||||||
|
Balance
at August 31, 2007
|
6,396,739 | $ | 166,291 | |||||
|
April
14, 2008, private placement (note a)
|
2,575,000 | 151,313 | ||||||
|
April
14, 2008 debt conversion (note b)
|
1,500,000 | 150,000 | ||||||
|
Balance
at August 31, 2008
|
10,471,739 | $ | 467,604 | |||||
|
February
5, 2009 private placement (note c)
|
2,600,000 | 67,600 | ||||||
|
February
25, 2009 private placement (note d)
|
1,000,256 | 26,007 | ||||||
|
February
27, 2009 acquisition (note e)
|
8,910,564 | 231,675 | ||||||
|
February
27, 2009 debt settlement (note f)
|
1,250,000 | 32,500 | ||||||
|
Balance
at August 31, 2009
|
24,232,559 | $ | 825,386 | |||||
|
(a)
|
On
April 14, 2008 the Company completed a non-brokered private placement of
2,575,000 units at a purchase price of $0.10 per unit for gross proceeds
of $257,500 (proceeds net of issue costs $252,188). Each unit was
comprised of one common share and one common share purchase
warrant. Each warrant is exercisable until April 14, 2011, to
purchase one common share at a purchase price of $0.20 per
share.
|
22
|
(b)
|
On
April 14, 2008 the Company entered into agreements to convert debt in the
amount of $150,000 through the issuance of 1,500,000 shares at an
attributed value of $0.10 per
share.
|
|
(c)
|
On
February 5, 2009, the Company completed a non-brokered private placement
of 2,600,000 units at a purchase price of $0.05 per unit for gross
proceeds of $130,000. Each unit was comprised of one common share and one
common share purchase warrant. Each warrant is exercisable
until February 5, 2014, to purchase one common share at a purchase price
of $0.07 per share.
|
|
(d)
|
On
February 25, 2009, the Company completed a non-brokered private placement
of 1,000,256 units at a purchase price of $0.05 per unit for gross
proceeds of approximately $50,013. Each unit was comprised of one common
share and one common share purchase warrant. Each warrant is
exercisable until February 25, 2014 to purchase one common share at a
purchase price of $0.07 per share.
|
|
(e)
|
On
February 27, 2009, Eagleford acquired the issued and outstanding shares of
1354166 Alberta Ltd. for total consideration of $445,528 satisfied by the
issuance of 8,910,564 units of the Company at $0.05 per
unit. Each unit consists of one common share and one common
share purchase warrant exercisable at $0.07 to purchase one common share
until February 27, 2014.
|
|
(f)
|
On
February 27, 2009, the Company entered into an agreement with a
non-related party, to settle debt in the amount of $62,500 through the
issuance of a total of 1,250,000 units at an attributed value of $0.05 per
unit. Each unit was comprised of one common share and one
common share purchase warrant. Each warrant is exercisable
until February 27, 2014 to purchase one common share at a purchase price
of $0.07 per share.
|
|
Warrants
|
Number
|
Exercise
Price
|
Expiry
Date
|
Amount
|
|||||||||
|
Balance
at August 31, 2007
|
Nil
|
Nil
|
Nil
|
||||||||||
|
April
14, 2008, private placement (note a)
|
2,575,000 | $ | 0.20 |
April
14, 2011
|
$ | 100,875 | |||||||
|
Balance
at August 31, 2008
|
2,575,000 | $ | 0.20 |
April
14, 2011
|
$ | 100,875 | |||||||
|
February
5, 2009 private placement (note c)
|
2,600,000 | $ | 0.07 |
February
5, 2014
|
62,400 | ||||||||
|
February
25, 2009 private placement (note d)
|
1,000,256 | $ | 0.07 |
February
25, 2014
|
24,006 | ||||||||
|
February
27, 2009 acquisition (note e)
|
8,910,564 | $ | 0.07 |
February
27, 2014
|
213,853 | ||||||||
|
February
27, 2009 debt settlement (note f)
|
1,250,000 | $ | 0.07 |
February
27, 2014
|
30,000 | ||||||||
|
Balance
at August 31, 2009
|
16,335,820 | $ | 431,134 | ||||||||||
The fair
value of the warrants issued during the year ended August 31, 2009 and 2008 were
estimated using the Black-Scholes pricing model, using the following
assumptions:
|
2009
|
2008
|
|||||||
|
Fair
value per warrant
|
$ | 0.05 | $ | 0.06 | ||||
|
Risk-free
interest rate
|
3 | % | 3 | % | ||||
|
Expected
volatility
|
170 | % | 129 | % | ||||
|
Expected
life (years)
|
4 | 3 | ||||||
|
Weighted
Average Shares Outstanding
|
2009
|
2008
|
2007
|
|||||||||
|
Weighted
average shares outstanding, basic
|
17,646,295 | 7,955,482 | 6,396,739 | |||||||||
|
Dilutive
effect of warrants
|
9,749,557 | 1,009,467 | - | |||||||||
|
Weighted
average shares outstanding, diluted
|
27,395,852 | 8,964,949 | 6,396,739 | |||||||||
The
effects of any potential dilutive instruments on loss per share related to the
outstanding warrants are anti-dilutive and therefore have been excluded from the
calculation of diluted loss per share.
23
Stock
Option Plan
The
Company has a stock option plan to provide incentives for directors, officers
and consultants of the Company. The maximum number of shares, which may be set
aside for issuance under the stock option plan, is 1,275,000 common shares. To
date, no options have been issued.
Contributed
Surplus
As part
of the April 14, 2008 debt conversion, Ms. Hall the President of the Company
converted $50,000 of debt through the issuance of 500,000 common shares at an
attributed value of $0.10 per share and forgave $38,000 of debt owed to her by
the Company, which was recorded as an increase to contributed
surplus.
Subsequent
Events
On
November 12, 2009 the Company’s wholly owned subsidiary 1406768 Ontario Inc.,
filed Articles of Amendment changing its name to Eagleford Energy Inc. Effective
November 30, 2009, the Company amalgamated with its wholly owned subsidiary
Eagleford Energy Inc., and upon the amalgamation the entity's new name is
Eagleford Energy Inc. The Company has evaluated subsequent events through to
December 28, 2009.
24