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 January 2010
Commission
File No. 0-53646
Eagleford
Energy Inc. (formerly Eugenic Corp.)
1 King
Street West, Suite 1505
Toronto,
Ontario, Canada M5H 1A1
(Address of principal executive office)
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. Eagelford
Energy Inc. Unaudited Consolidated Financial Statements for the three months
ended November 30, 2009 and 2008 as filed on SEDAR on January 27,
2010.
2. Eagelford
Energy Inc. Management’s Discussion and Analysis of Financial Condition and
Operating Results for the three months ended November 30, 2009 and 2008 as filed
on SEDAR on January 27, 2010.
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
27, 2010
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EAGLEFORD
ENERGY INC.
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By:
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/s/ Sandra Hall
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Name:
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Sandra
Hall
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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 period ended November 30, 2009
(Expressed
in Canadian Dollars)
Notice to
Reader
Management
has compiled the accompanying unaudited interim consolidated financial
information of Eagleford Energy Inc. consisting of the Consolidated Balance
Sheet as at November 30, 2009, Consolidated Statements of Loss, Comprehensive
Loss and Deficit, Consolidated Statements of Shareholders’ Equity and
Consolidated Statements of Cash Flows for the three months ended November 30,
2009 and 2008 stated in Canadian Dollars. Eagleford Energy Inc.’s independent
auditor has not performed a review of these unaudited interim consolidated
financial statements in accordance with standards established by the Canadian
Institute of Chartered Accountants for a review of interim financial statements
by an entity’s auditor.
Suite
1505-1 King Street West, Toronto, Ontario M5H 1A1 Telephone: (416) 364-4039,
Facsimile: (416) 364-8244
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Balance Sheets
(Expressed
in Canadian Dollars)
|
November 30, 2009
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August 31, 2009
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|||||||
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Assets
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||||||||
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Current
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||||||||
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Cash
and cash equivalents
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$ | 104,687 | $ | 172,905 | ||||
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Marketable
securities (Note 5)
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1 | 1 | ||||||
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Other
receivables
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23,593 | 20,421 | ||||||
| 128,281 | 193,327 | |||||||
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Oil
and gas interests (Note 6)
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397,234 | 407,000 | ||||||
| $ | 525,515 | $ | 600,327 | |||||
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Liabilities
and Shareholders' Equity
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||||||||
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Current
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||||||||
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Accounts
payable (Note 9)
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$ | 168,623 | $ | 152,984 | ||||
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Income
taxes payable
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- | 10,215 | ||||||
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Loans
payable (Note 10)
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167,500 | 167,500 | ||||||
| 336,123 | 330,699 | |||||||
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Long
term
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||||||||
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Asset
retirement obligation (Note 7)
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3,697 | 3,634 | ||||||
| 339,820 | 334,333 | |||||||
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Shareholders'
Equity
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||||||||
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Share
Capital (Note 8)
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825,386 | 825,386 | ||||||
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Warrants
(Note 8)
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431,134 | 431,134 | ||||||
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Contributed
surplus (Note 8)
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38,000 | 38,000 | ||||||
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Deficit
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(1,108,825 | ) | (1,028,526 | ) | ||||
| 185,695 | 265,994 | |||||||
| $ | 525,515 | $ | 600,327 | |||||
Going
concern (Note 1)
Related
Party Transactions and Balances (Note 9)
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial
statements
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Loss, Comprehensive Loss and Deficit
(Expressed
in Canadian Dollars)
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For the three months ended November
30,
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2009
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2008
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||||||
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Oil
and Gas operations
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||||||||
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Revenue
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$ | 26,258 | $ | 65 | ||||
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Operating
costs
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29,947 | - | ||||||
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Depletion
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9,766 | 47 | ||||||
| 39,713 | 47 | |||||||
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Income
(loss) from oil and gas operations
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(13,455 | ) | 18 | |||||
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Expenses
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||||||||
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Management
fees (Note 9)
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7,500 | 3,000 | ||||||
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Office
and general
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517 | 114 | ||||||
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Professional
fees
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53,934 | 118 | ||||||
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Transfer
and registrar costs
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1,923 | 1,200 | ||||||
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Head
office services
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3,000 | 2,572 | ||||||
| 66,874 | 7,004 | |||||||
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Operating
loss for the period
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(80,329 | ) | (6,986 | ) | ||||
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Other
item
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||||||||
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Interest
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30 | 367 | ||||||
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Net
loss and comprehensive loss for the period
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(80,299 | ) | (6,619 | ) | ||||
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Deficit,
beginning of period
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(1,028,526 | ) | (661,665 | ) | ||||
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Deficit,
end of period
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$ | (1,108,825 | ) | $ | (668,284 | ) | ||
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Loss
per share, basic and diluted
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$ | (0.004 | ) | $ | (0.001 | ) | ||
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Weighted
average shares outstanding
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21,026,618 | 8,968,665 | ||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial
statements
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Shareholders' Equity
(Expressed
in Canadian Dollars)
|
For the three months ended November 30,
2009
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||||||||||||||||||||||||||||
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SHARE
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||||||||||||||||||||||||||||
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CAPITAL
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WARRANTS
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CONTRIBUTED
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||||||||||||||||||||||||||
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Number
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Amount
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Number
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Amount
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SURPLUS
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DEFICIT
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TOTAL
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||||||||||||||||||||||
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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 | |||||||||||||||
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Net
loss for the period
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(80,299 | ) | ||||||||||||||||||||||||||
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Balance,
November 30, 2009
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24,232,559 | $ | 825,386 | 16,335,820 | $ | 431,134 | $ | 38,000 | (1,108,825 | ) | $ | 185,695 | ||||||||||||||||
The
accompanying of significant accounting policies and notes are an integral part
of these consolidated financial statements
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statement of Cash Flows
(Expressed
in Canadian Dollars)
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For the three months ended November
30,
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2009
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2008
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||||||
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Cash
provided by (used in)
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||||||||
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Operating
activities
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||||||||
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Net
loss for the period
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$ | (80,299 | ) | $ | (6,619 | ) | ||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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||||||||
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Depletion
and accretion
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9,829 | 47 | ||||||
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Changes
in non-cash working capital balances:
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||||||||
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Other
receivables
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(3,172 | ) | (347 | ) | ||||
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Accounts
payable
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15,639 | (2,075 | ) | |||||
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Income
taxes payable
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(10,215 | ) | - | |||||
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Decrease
in cash for the period
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(68,218 | ) | (8,994 | ) | ||||
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Cash,
beginning of period
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172,905 | 202,726 | ||||||
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Cash,
end of period
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$ | 104,687 | $ | 193,732 | ||||
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Cash
consists of:
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||||||||
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Cash
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$ | 104,687 | $ | 18,365 | ||||
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Cash
equivalents
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- | 175,367 | ||||||
| $ | 104,687 | $ | 193,732 | |||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial
statements
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
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1.
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Nature
of Business
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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 November
30, 2009, the Company had a working capital deficiency of $207,842 and an
accumulated deficit of $1,108,825. 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.
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2.
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Significant
Accounting Policies
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The
Company’s unaudited consolidated financial statements for the three months ended
November 30, 2009 and 2008 include the accounts of the Company and its wholly
owned subsidiary1354166 Alberta Ltd. from the date of acquisition, February 27,
2009. On November 12, 2009, our wholly owned subsidairy1406768 Ontario Inc.,
changed its name to Eagleford Energy Inc. On November 30, 2009 we amalgamated
with Eagleford Energy Inc. and upon the amalgamation the entity's new name is
Eagleford Energy Inc.
The
unaudited interim consolidated financial statements of Eagleford Energy Inc.
(“Eagleford” or the “Company”) have been prepared in accordance with accounting
principles generally accepted in Canada using the same accounting policies and
methods as those disclosed in the audited consolidated financial statements for
the year ended August 31, 2009.
For the
three month period ended November 30, 2009 and 2008, the preparation of our
unaudited interim consolidated financial statements in accordance with US GAAP
would not have resulted in material differences to the consolidated balance
sheet or consolidated statement of loss, comprehensive loss and deficit from our
unaudited interim consolidated financial statements prepared using Canadian
GAAP.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
2. Significant
Accounting Policies (cont’d)
These
unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes for the
fiscal year ended August 31, 2009. In the opinion of management, all adjustments
considered necessary for the fair presentation have been included in these
unaudited interim financial statements. Operating results for the three months
ended November 30, 2009 are not indicative of the results that may be expected
for the full year ended August 31, 2010.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Eagleford, the legal
parent, together with its wholly owned subsidiary, 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 November 30, 2009 was $1
(August 31, 2009 - $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.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
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 November 30, 2009 the
Company recorded an impairment of Nil (August 31, 2009 - $105,805).
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.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
2. Significant
Accounting Policies (cont’d)
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.
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3.
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Change
in Accounting Policy and Future Accounting
Changes
|
Accounting
Changes
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.
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).
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).
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.
The adoption of this standard did not
have an impact on the Company’s financial statements.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
|
3.
|
Change
in Accounting Policy and Future Accounting
Changes (cont’d)
|
During
fiscal 2010 the Company adopted 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 adoption
of this standard did not have an impact on the Company’s financial
statements.
During
fiscal 2010, the Company adopted amended Section 1400, “General Standard of
Financial Statement Presentation” which includes requirements to assess and
disclose the Company’s ability to continue as a going concern. The adoption of
this new section did not have an impact on the Company’s financial
statements.
Future
Accounting Changes
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.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
|
4.
|
Segmented
Information
|
The
Company’s only segment is oil and gas exploration and production. All reportable
segments are located in Canada.
|
5.
|
Marketable
Securities
|
|
November
30, 2009
|
||||
|
Investments
in quoted companies (market value $1 (August 31, 2009 -
$1))
|
$ | 1 | ||
|
6.
|
Oil
and Gas Interests
|
|
Net
book value at August 31, 2009
|
$ | 407,000 | ||
|
Accumulated
Depletion
|
(9,766 | ) | ||
|
Net
book value November 30, 2009
|
$ | 397,234 |
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.
|
7.
|
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 flow
required to settle its asset retirement obligations at November 30, 2009 was
approximately $8,777 which will be incurred between 2009 and 2026 (August 31,
2009 $8,840). 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.
|
Balance,
August 31, 2009
|
$ | 3,634 | ||
|
Accretion
expense
|
63 | |||
|
Balance,
November 30, 2009
|
$ | 3,697 |
|
8.
|
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, 2009 and November 30, 2009
|
24,232,559 | $ | 825,386 | |||||
|
Warrants
|
Number
|
Exercise
Price
|
Expiry
Date
|
Amount
|
|||||||||
| 2,575,000 | $ | 0.20 |
April
14, 2011
|
$ | 100,875 | ||||||||
| 2,600,000 | $ | 0.07 |
February
5, 2014
|
62,400 | |||||||||
| 1,000,256 | $ | 0.07 |
February
25, 2014
|
24,006 | |||||||||
| 10,160,564 | $ | 0.07 |
February
27, 2014
|
243,853 | |||||||||
|
Balance
at August 31, 2009 and November 30, 2009
|
16,335,820 | $ | 431,134 | ||||||||||
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
8. Share
Capital and Contributed Surplus (cont’d)
The fair
value of the warrants at November 30, 2009 and August 31, 2009 were estimated
using the Black-Scholes pricing model, using the following
assumptions:
|
Fair
value per warrant
|
$ | 0.05 | ||
|
Risk-free
interest rate
|
3 | % | ||
|
Expected
volatility
|
170 | % | ||
|
Expected
life (years)
|
4 |
|
Weighted Average Shares
Outstanding
|
November 30, 2009
|
November 30,2008
|
||||||
|
Weighted
average shares outstanding, basic
|
21,026,618 | 8,968,665 | ||||||
|
Dilutive
effect of warrants
|
13,146,371 | 1,625,205 | ||||||
|
Weighted
average shares outstanding, diluted
|
34,172,989 | 10,593,870 | ||||||
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.
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.
|
9.
|
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:
|
November
30, 2009
|
November
30,2008
|
|||||||
|
Management
fees to the President and Director
|
||||||||
|
of
the Company
|
$ | 7,500 | $ | 3,000 | ||||
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:
|
November
30, 2009
|
August
31, 2009
|
|||||||
|
Management
fees to the President and Director
|
||||||||
|
of
the Company
|
$ | - | $ | 14,700 | ||||
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
|
10.
|
Loans
Payable
|
The loans
payable in the amount of $167,500 are unsecured, non-interest bearing and
repayable on demand.
|
11.
|
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 and into 2010 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 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.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
|
11.
|
Seasonality
and Trend
Information (cont’d)
|
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 unit holders 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.
|
12.
|
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 November 30, 2009 and August 31, 2009 is
summarized as follows:
|
November
30, 2009
|
August
31, 2009
|
|||||||||||||||
|
Amount
|
Fair
Value
|
Amount
|
Fair
Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 104,687 | $ | 104,687 | $ | 172,905 | $ | 172,905 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Other
receivables
|
$ | 23,593 | $ | 23,593 | $ | 20,421 | $ | 20,421 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 168,623 | $ | 168,623 | $ | 152,984 | $ | 71,672 | ||||||||
|
Income
Taxes Payable
|
$ | - | $ | - | $ | 10,215 | $ | 10,215 | ||||||||
|
Loans
payable
|
$ | 167,500 | $ | 167,500 | $ | 167,500 | $ | 167,500 | ||||||||
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 2009
|
12.
|
Financial
Instruments and Risk
Factors (cont’d)
|
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
November 30, 2009 that the Company deemed uncollectible.
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.
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.
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.
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.
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.
Commodity
Price Sensitivity
The
following table summarizes the sensitivity of the fair value of the Company’s
risk management position for the three months ended November 30, 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.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
|
12.
|
Financial
Instruments and Risk
Factors (cont’d)
|
Fluctuations
in natural gas prices potentially could have resulted in unrealized gains
(losses) impacting net income as follows:
|
November 30,
|
November 30,
|
|||||||||||||||
|
2009
|
2008
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 28,884 | $ | 23,632 | $ | 72 | $ | 58 | ||||||||
|
Net
loss
|
$ | (77,673 | ) | $ | (82,925 | ) | $ | (6,612 | ) | $ | (6,626 | ) | ||||
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 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 into 2010, 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.
Eagleford
Energy Inc.
(Formerly:
Eugenic Corp.)
Notes
to Consolidated Financial Statements
(Expressed
in Canadian Dollars)
For
the three months ended November 30, 2009
|
13.
|
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 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
November 30, 2009.
The
Company is not subjected to any externally imposed capital
requirements.
ITEM 2

EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Management’s
Discussion and Analysis of
Financial
Condition and Operating Results
For
the period ended November 30, 2009
(Expressed
in Canadian Dollars)
Suite
1505-1 King Street West, Toronto, Ontario M5H 1A1 Telephone: (416) 364-4039,
Facsimile: (416) 364-8244
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 January
25, 2010 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 unaudited consolidated financial statements for the three months ended
November 30, 2009 and 2008 include the accounts of the Company and its wholly
owned subsidiary1354166 Alberta Ltd. from the date of acquisition, February 27,
2009. On November 12, 2009, our wholly owned subsidairy1406768 Ontario Inc.,
changed its name to Eagleford Energy Inc. On November 30, 2009 we amalgamated
with Eagleford Energy Inc. and upon the amalgamation the entity's new name is
Eagleford Energy 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.
OVERALL
PERFORMANCE
Revenue
for the three months ended November 30, 2009 was up $26,193 to $26,258 compared
to $65 for the same period in 2008. The increase in revenue for the three months
ended November 30, 2009 was attributed to the acquisition of 1354166 Alberta
Ltd., effective February 27, 2009. Net loss and comprehensive loss for the three
months ended November 30, 2009 was $80,299 compared to $6,619 for the comparable
three month period in 2008. The increase in loss during 2009 was primarily
related to an increase in operating costs, depletion and administrative
expenditures.
For the
three months ended November 30, 2009 the Company’s cash position decreased by
$68,218 to $104,687 compared to cash of $172,905 at August 31, 2009. At November
30, 2009 the Company’s other receivables were $23,593 representing an increase
of $3,172 compared to $20,421 at August 31, 2009. For the three months ended
November 30, 2009 current liabilities increased by $5,424 to $336,123 compared
to $330,699 at August 31, 2009. The Company has a working capital deficiency of
$207,842 at November
30, 2009 compared to a working capital deficiency of $137,372 at August 31,
2009.
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;
|
|
·
|
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 November 30, 2009 and August 31, 2009 is
summarized as follows:
|
November 30, 2009
|
August 31, 2009
|
|||||||||||||||
|
Amount
|
Fair Value
|
Amount
|
Fair Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 104,687 | $ | 104,687 | $ | 172,905 | $ | 172,905 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Other
receivables
|
$ | 23,593 | $ | 23,593 | $ | 20,421 | $ | 20,421 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 168,623 | $ | 168,623 | $ | 152,984 | $ | 71,672 | ||||||||
|
Income
Taxes Payable
|
$ | - | $ | - | $ | 10,215 | $ | 10,215 | ||||||||
|
Loans
payable
|
$ | 167,500 | $ | 167,500 | $ | 167,500 | $ | 167,500 | ||||||||
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
November 30, 2009 that the Company deemed uncollectible.
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.
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.
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.
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.
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.
Commodity
Price Sensitivity
The
following table summarizes the sensitivity of the fair value of the Company’s
risk management position for the three months ended November 30, 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:
|
November 30,
|
November 30,
|
|||||||||||||||
|
2009
|
2008
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 28,884 | $ | 23,632 | $ | 72 | $ | 58 | ||||||||
|
Net
loss
|
$ | (77,673 | ) | $ | (82,925 | ) | $ | (6,612 | ) | $ | (6,626 | ) | ||||
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 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 into 2010, 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 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
November 30, 2009.
The
Company is not subjected to any externally imposed capital
requirements.
RESULTS
OF OPERATIONS
|
Historical
|
For the Three Months Ended
|
|||||||
|
Production
|
November 30, 2009
|
November 30, 2008
|
||||||
|
Natural
gas – mcf/d
|
77.76 | - | ||||||
|
Historical
Prices
|
||||||||
|
Natural
gas - $/mcf
|
$ | 3.71 | $ | 8.57 | ||||
|
Royalties
costs - $/mcf
|
$ | 0.69 | $ | - | ||||
|
Production
costs - $/mcf
|
$ | 3.53 | $ | - | ||||
|
Net
back - $/mcf
|
$ | (0.51 | ) | $ | 8.57 | |||
|
Operations
|
||||||||
|
Revenue
|
$ | 26,258 | $ | 65 | ||||
|
Net
loss and comprehensive loss for the period
|
$ | 80,299 | $ | 6,619 | ||||
|
Net
loss per share
|
$ | 0.004 | $ | 0.001 | ||||
Production
Volume
For the
three months ended November 30, 2009 average natural gas sales volumes increased
to 77.76 mcf/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 three months ended November 30, 2009
was 7,077 mcf compared to 8 mcf for the comparable period in 2008.
Commodity
Prices
For the
three months ended November 30, 2009 average natural gas prices received per mcf
decreased 57% to $3.71 compared to $8.57 per mcf for the same period ending
November 30, 2008. The decreased in average natural gas prices received was
attributed to lower commodity prices for natural gas during the
period.
Revenue
For the
three months ended November 30, 2009 revenue increased by $26,193 to $26,258
compared to $65 for the same period in 2008. The increase in revenue for the
three months ended November 30, 2009 was primarily attributed to an increase in
production volume as a result of the acquisition of 1354166 Alberta. Revenue
from the Company’s Haynes property decreased by $51 to $14 for the three months
ended November 30, 2009 compared to revenue of $65 in 2008.
Operating
Costs
For the
three months ended November 30, 2009 operating costs were $29,947 compared to
operating costs of NIL for the three months ended November 30,
2008. In the increase in operating costs for the three months ended
November 30, 2009 was primarily attributed to the increased operations from the
acquisition of 1354166 Alberta Ltd.
Depletion
Depletion
for the three months ended November 30, 2009 increased by $9,719 to $9,766
compared to $47 for the same period in 2008. The increase in depletion for the
three months ended November 30, 2009 was attributed to increased production
volume related to the acquisition of 1354166 Alberta Ltd.
Administrative
Expenses
Administrative
expenses for the three months ended November 30, 2009 were $66,874 compared to
$7,004 for the three months ended November 30, 2008. The increase in expenses
during 2009 was primarily attributed to an increase in professional fees of
$53,816 to $53,934 compared to $118 in 2008 and an increase in management fees
of $4,500 to $7,500 compared to $3,000 in the comparable three month period in
2008. During the three months ended November 30, 2009 the Company also incurred
increases in transfer agent and registrar costs of $723 to 1,923 compared to
$1,200, an increase in general and office costs of $403 to $517 compared to $114
and an increase in head office expenses of $428 to $3,000 compared to $2,572 for
the three months ended November 30, 2008. Higher administrative expenses for the
three month period November 30, 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.
Interest
For the
three months ended November 30, 2009 interest income was $30 compared to $367
for the comparable period in 2008. The decrease in interest income for the three
month period ending November 30, 2009 was a result of a decrease in cash
equivalents.
Net
loss and comprehensive loss for the period
Net loss
and comprehensive loss for three months ended November 30, 2009 was $80,299
compared to a net loss of $6,619 for the prior three month period in 2008. The
increase in net loss and comprehensive loss for the three months ended November
30, 2009 was primarily related to an increase in operating costs, depletion and
administrative expenses.
Net
loss per share
The net
loss per share for the three months ended November 30, 2009 was $0.004 compared
to a net loss per share of $0.001 for the same three month period in
2008.
SUMMARY
OF QUARTERLY RESULTS
The
following tables reflect the summary of quarterly results for the periods set
out.
|
2009
|
2009
|
2009
|
2009
|
|||||||||||||
|
For the quarter ending
|
November 30
|
August 31
|
May 31
|
February 28
|
||||||||||||
|
Revenue
|
$ | 26,258 | $ | 23,078 | $ | 32,796 | $ | 260 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (80,299 | ) | $ | (249,967 | ) | $ | (62,554 | ) | $ | (9,721 | ) | ||||
|
Loss
per share
|
$ | (0.004 | ) | $ | (0.014 | ) | $ | (0.005 | ) | $ | (0.001 | ) | ||||
Revenue
for the quarters for the May and August and November 2009 increased as a result
of the acquisition of 1354166 Alberta Ltd. The increase in net loss and
comprehensive loss for the November, August and May 2009 quarters was primarily
attributed to increases in operating costs, depletion and administrative
expenses including professional fees, transfer and registrar costs and
management fees. During the quarter ending August 31, 2009 the Company incurred
a write down of oil and gas interests of $105,805 and accrued year-end audit and
reserve evaluation costs.
|
2008
|
2008
|
2008
|
2008
|
|||||||||||||
|
For the quarter ending
|
November 30
|
August 31
|
May 31
|
February 29
|
||||||||||||
|
Revenue
|
$ | 65 | $ | 50 | $ | 79 | $ | 92 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (6,619 | ) | $ | (20,646 | ) | $ | (7,064 | ) | $ | (16,539 | ) | ||||
|
Loss
per share
|
$ | (0.001 | ) | $ | (0.003 | ) | $ | (0.001 | ) | $ | (0.003 | ) | ||||
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.
LIQUIDITY
AND CAPITAL RESOURCES
Cash as
of November 30, 2009 was $104,687 compared to cash of $172,905 at August 31,
2009. The Company’s working capital deficiency at November 30, 2009 was $207,842
compared to a working capital deficiency of $137,372 at August 31, 2009. The
increase in working capital deficiency was primarily attributed to a decrease in
cash and an increase in accounts payable. During the three months ended November
30, 2009 the primary use of funds was related to operating costs and general and
administrative expenditures. The Company will require additional sources of
revenue or investment to meet its current and future working capital
obligations.
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.
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 and into 2010 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.
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:
|
November 30, 2009
|
November 30,2008
|
|||||||
|
Management
fees to the President and Director
|
||||||||
|
of
the Company
|
$ | 7,500 | $ | 3,000 | ||||
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:
|
November 30, 2009
|
August 31, 2009
|
|||||||
|
Management
fees to the President and Director
|
||||||||
|
of
the Company
|
$ | - | $ | 14,700 | ||||
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
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 November
30, 2009, the Company had a working capital deficiency of $207,842 and an
accumulated deficit of $1,108,825. 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.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Eagleford, the legal
parent, together with its wholly owned subsidiary, 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 November 30, 2009 was $1
(August 31, 2009 - $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.
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 November 30, 2009 the
Company recorded an impairment of Nil (August 31, 2009 - $105,805).
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.
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.
CHANGE
IN ACCOUNTING POLICY AND FUTURE ACCOUNTING CHANGES
Accounting
Changes
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.
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).
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).
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.
|
The
adoption of this standard did not have an impact on the Company’s financial
statements.
During
fiscal 2010 the Company adopted 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 adoption
of this standard did not have an impact on the Company’s financial
statements.
During
fiscal 2010, the Company adopted amended Section 1400, “General Standard of
Financial Statement Presentation” which includes requirements to assess and
disclose the Company’s ability to continue as a going concern. The adoption of
this new section did not have an impact on the Company’s financial
statements.
Future
Accounting Changes
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.
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
|
|
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 November 30, 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. 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 November 30, 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, 2009 and November 30, 2009
|
24,232,559 | $ | 825,386 | |||||
|
Warrants
|
Number
|
Exercise
Price
|
Expiry
Date
|
Amount
|
|||||||||
| 2,575,000 | $ | 0.20 |
April 14, 2011
|
$ | 100,875 | ||||||||
| 2,600,000 | $ | 0.07 |
February 5, 2014
|
62,400 | |||||||||
| 1,000,256 | $ | 0.07 |
February 25, 2014
|
24,006 | |||||||||
| 10,160,564 | $ | 0.07 |
February 27, 2014
|
243,853 | |||||||||
|
Balance
at August 31, 2009 and November 30, 2009
|
16,335,820 | $ | 431,134 | ||||||||||
The fair
value of the warrants at November 30, 2009 and August 31, 2009 were estimated
using the Black-Scholes pricing model, using the following
assumptions:
|
Fair
value per warrant
|
$ | 0.05 | ||
|
Risk-free
interest rate
|
3 | % | ||
|
Expected
volatility
|
170 | % | ||
|
Expected
life (years)
|
4 |
|
Weighted Average Shares Outstanding
|
November 30, 2009
|
November 30,2008
|
||||||
|
Weighted
average shares outstanding, basic
|
21,026,618 | 8,968,665 | ||||||
|
Dilutive
effect of warrants
|
13,146,371 | 1,625,205 | ||||||
|
Weighted
average shares outstanding, diluted
|
34,172,989 | 10,593,870 | ||||||
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.
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.