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 July 2010
Commission
File No. 0-53646
|
Eagleford Energy Inc.
|
|
(Registrant’s
name)
|
|
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 periods ended
May 31, 2010 and 2009 as filed on SEDAR on July 30, 2010.
2. Eagelford
Energy Inc. Management’s Discussion and Analysis of Financial Condition and
Operating Results for the period ended May 31, 2010 as filed on SEDAR on July
30, 2010.
3. Certification
of Interim Filings on Form 52-109FV2 by Chief Executive Officer of Eagleford
Energy Inc. as filed on SEDAR on July 30, 2010.
4. Certification
of Interim Filings on Form 52-109FV2 by Chief Financial Officer of Eagleford
Energy Inc. as filed on SEDAR on July 30, 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.
|
Dated: July
30, 2010
|
EAGLEFORD
ENERGY INC.
|
|
|
By:
|
/s/ James Cassina
|
|
|
Name: James
Cassina
|
||
|
Title: President
|
||
2
ITEM 1

EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Financial Statements
For
the period ended May 31, 2010
(Unaudited)
(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 May 31, 2010, Consolidated Statements of Loss, Comprehensive Loss
and Deficit, Consolidated Statements of Shareholders’ Equity and Consolidated
Statements of Cash Flows for the three and nine months ended May 31, 2010 and
2009 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
3
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Balance Sheets
(Expressed
in Canadian Dollars)
|
May 31, 2010
|
August 31, 2009
|
|||||||
|
Assets
|
||||||||
|
Current
|
||||||||
|
Cash
and cash equivalents
|
$ | 25,531 | $ | 172,905 | ||||
|
Marketable
securities (Note 5)
|
1 | 1 | ||||||
|
Other
receivables
|
26,121 | 20,421 | ||||||
| 51,653 | 193,327 | |||||||
|
Oil
and gas interests (Note 6)
|
381,156 | 407,000 | ||||||
| $ | 432,809 | $ | 600,327 | |||||
|
Liabilities
and Shareholders' Equity
|
||||||||
|
Current
|
||||||||
|
Accounts
payable (Note 9)
|
$ | 149,157 | $ | 152,984 | ||||
|
Income
taxes payable
|
- | 10,215 | ||||||
|
Loans
payable (Note 10)
|
167,500 | 167,500 | ||||||
| 316,657 | 330,699 | |||||||
|
Long
term
|
||||||||
|
Asset
retirement obligations (Note 7)
|
3,845 | 3,634 | ||||||
| 320,502 | 334,333 | |||||||
|
Shareholders'
Equity
|
||||||||
|
Share
capital (Note 8)
|
877,086 | 825,386 | ||||||
|
Warrants
(Note 8)
|
417,934 | 431,134 | ||||||
|
Contributed
surplus (Note 8)
|
38,000 | 38,000 | ||||||
|
Deficit
|
(1,220,713 | ) | (1,028,526 | ) | ||||
| 112,307 | 265,994 | |||||||
| $ | 432,809 | $ | 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
4
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Loss, Comprehensive Loss and Deficit
(Expressed
in Canadian Dollars)
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Oil
and gas operations
|
||||||||||||||||
|
Revenue
|
$ | 19,291 | $ | 32,796 | $ | 82,010 | $ | 33,121 | ||||||||
|
Royalties
|
(4,611 | ) | (4,364 | ) | (20,072 | ) | (4,454 | ) | ||||||||
| $ | 14,680 | $ | 28,432 | $ | 61,938 | $ | 28,667 | |||||||||
|
Operating
costs
|
11,306 | 26,498 | 52,488 | 26,857 | ||||||||||||
|
Depletion
|
6,836 | 8,057 | 25,844 | 8,264 | ||||||||||||
| 18,142 | 34,555 | 78,332 | 35,121 | |||||||||||||
|
Loss
from oil and gas operations
|
(3,462 | ) | (6,123 | ) | (16,394 | ) | (6,454 | ) | ||||||||
|
Expenses
|
||||||||||||||||
|
Management
fees (Note 9)
|
7,500 | 4,500 | 22,500 | 10,500 | ||||||||||||
|
Office
and general
|
538 | 3,518 | 1,905 | 3,735 | ||||||||||||
|
Professional
fees
|
41,528 | 40,144 | 104,286 | 40,263 | ||||||||||||
|
Transfer
and registrar costs
|
21,016 | 4,693 | 37,217 | 9,428 | ||||||||||||
|
Head
office services
|
1,100 | 3,900 | 9,915 | 9,952 | ||||||||||||
| 71,682 | 56,755 | 175,823 | 73,878 | |||||||||||||
|
Operating
loss for the period
|
(75,144 | ) | (62,878 | ) | (192,217 | ) | (80,332 | ) | ||||||||
|
Other
item
|
||||||||||||||||
|
Interest
|
- | 324 | 30 | 1,438 | ||||||||||||
|
Net
loss and comprehensive loss for the period
|
(75,144 | ) | (62,554 | ) | (192,187 | ) | (78,894 | ) | ||||||||
|
Deficit,
beginning of period
|
(1,145,569 | ) | (716,005 | ) | (1,028,526 | ) | (699,665 | ) | ||||||||
|
Deficit,
end of period
|
$ | (1,220,713 | ) | $ | (778,559 | ) | $ | (1,220,713 | ) | $ | (778,559 | ) | ||||
|
Loss
per share, basic and diluted
|
$ | (0.003 | ) | $ | (0.005 | ) | $ | (0.008 | ) | $ | (0.007 | ) | ||||
|
Weighted
average shares outstanding
|
24,483,646 | 11,878,061 | 24,295,847 | 11,732,302 | ||||||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
5
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statements of Shareholders' Equity
(Expressed
in Canadian Dollars)
|
For the nine months ended May 31,
2010
|
|
SHARE
|
|
|||||||||||||||||||||||||||
|
CAPITAL
|
WARRANTS
|
CONTRIBUTED
|
||||||||||||||||||||||||||
|
Number
|
Amount
|
Number
|
Amount
|
SURPLUS
|
DEFICIT
|
TOTAL
|
||||||||||||||||||||||
|
Balance,
August 31, 2009
|
24,232,559 | $ | 825,386 | 16,335,820 | $ | 431,134 | $ | 38,000 | $ | (1,028,526 | ) | $ | 265,994 | |||||||||||||||
|
Warrants
exercised for the period
|
550,000 | 51,700 | (550,000 | ) | (13,200 | ) | 38,500 | |||||||||||||||||||||
|
Net
loss for the period
|
(192,187 | ) | ||||||||||||||||||||||||||
|
Balance,
May 31, 2010
|
24,782,559 | $ | 877,086 | 15,785,820 | $ | 417,934 | $ | 38,000 | (1,220,713 | ) | $ | 112,307 | ||||||||||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
6
EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Consolidated
Statement of Cash Flows
(Expressed
in Canadian Dollars)
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Cash
provided by (used in)
|
||||||||||||||||
|
Operating
activities
|
||||||||||||||||
|
Net
loss for the period
|
$ | (75,144 | ) | $ | (62,554 | ) | $ | (192,187 | ) | $ | (78,894 | ) | ||||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||||||
|
Depletion
and accretion
|
6,911 | 8,121 | 26,055 | 8,329 | ||||||||||||
|
Changes
in non-cash working capital balances:
|
||||||||||||||||
|
Other
receivables
|
1,018 | (5,673 | ) | (5,700 | ) | (6,527 | ) | |||||||||
|
Accounts
payable
|
11,135 | (3,652 | ) | (3,827 | ) | (3,529 | ) | |||||||||
|
Income
taxes payable
|
- | - | (10,215 | ) | - | |||||||||||
| (56,080 | ) | (63,758 | ) | (185,874 | ) | (80,621 | ) | |||||||||
|
Investing
activities
|
||||||||||||||||
|
Cash
and cash equivalents on acquisition of 1354166 Alberta
Ltd.
|
- | - | - | 90,499 | ||||||||||||
|
Financing
activities
|
||||||||||||||||
|
Notes
payable
|
(118,000 | ) | ||||||||||||||
|
Issuance
of common shares for cash, net
|
- | - | - | 180,013 | ||||||||||||
|
Warrents
exercised
|
38,500 | - | 38,500 | - | ||||||||||||
| 38,500 | - | 38,500 | 62,013 | |||||||||||||
|
Decrease
in cash for the period
|
(17,580 | ) | (63,758 | ) | (147,374 | ) | 71,891 | |||||||||
|
Cash,
beginning of the period
|
43,111 | 338,375 | 172,905 | 202,726 | ||||||||||||
|
Cash,
end of the period
|
$ | 25,531 | $ | 274,617 | $ | 25,531 | $ | 274,617 | ||||||||
|
Cash
consists of:
|
||||||||||||||||
|
Cash
|
$ | 25,531 | $ | 47,842 | $ | 25,531 | $ | 47,842 | ||||||||
|
Cash
equivalents
|
- | 226,775 | - | 226,775 | ||||||||||||
| $ | 25,531 | $ | 274,617 | $ | 25,531 | $ | 274,617 | |||||||||
|
Non-cash
transactions:
|
||||||||||||||||
|
Acquisition
of subsidiary
|
$ | - | $ | - | $ | 445,528 | ||||||||||
|
Issuance
of units on acquisition of subsidiary
|
$ | - | $ | - | $ | (445,528 | ) | |||||||||
|
Shares
issued to settle debt
|
$ | - | $ | - | $ | 62,500 | ||||||||||
|
Supplemental
information:
|
||||||||||||||||
|
Income
Taxes Paid
|
$ | - | $ | - | $ | 10,215 | $ | - | ||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
7
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
1.
|
Nature of
Business
|
The Company's business focus consists of
acquiring, exploring and developing oil and gas interests. The recoverability of
the amount shown for these properties is dependent upon the existence of
economically recoverable reserves, the ability of the Company to obtain the
necessary financing to complete exploration and development, and future
profitable production or proceeds from disposition of such property. In addition the Company holds a 0.3% net
smelter return royalty on 8 mining claim blocks located in Red Lake, Ontario
which is carried on the consolidated balance sheets at nil.
Going
Concern
These
consolidated financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the payment of liabilities in
the ordinary course of business. The Company plans to obtain additional
financing by way of debt or the issuance of common shares or some other means to
service its current working capital requirements, any additional or unforeseen
obligations or to implement any future opportunities. Should the Company be
unable to continue as a going concern, it may be unable to realize the carrying
value of its assets and to meet its liabilities as they become due. These
consolidated financial statements do not include any adjustments for this
uncertainty.
The
Company has accumulated losses and cash flows from operations are negative which
raises doubt as to the validity of the going concern assumption. As at May 31,
2010, the Company had a working capital deficiency of $265,004 and an
accumulated deficit of $1,220,713. Management of the Company does not have
sufficient funds to meet its liabilities for the ensuing twelve months as they
fall due. In assessing whether the going concern assumption is appropriate,
management takes into account all available information about the future, which
is at least, but not limited to, twelve months from the end of the reporting
period. The Company's ability to continue operations and fund its liabilities is
dependent on management's ability to secure additional financing and cash flow.
Management is pursuing such additional sources of financing and cash flow and
while it has been successful in doing so in the past, there can be no assurance
it will be able to do so in the future. Management is aware, in making its
assessment, of material uncertainties related to events or conditions that may
cast significant doubt upon the entity's ability to continue as a going concern.
Accordingly, they do not give effect to adjustments that would be necessary
should the Company be unable to continue as a going concern and therefore to
realize its assets and liquidate its liabilities and commitments in other than
the normal course of business and at amounts different from those in the
accompanying consolidated financial statements.
|
2.
|
Significant Accounting
Policies
|
The
Company’s unaudited consolidated financial statements for the period ended May
31, 2010 and 2009 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, the Company’s wholly owned subsidairy1406768 Ontario Inc.,
changed its name to Eagleford Energy Inc. On November 30, 2009 the Company
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.
8
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
2.
|
Significant
Accounting
Policies (cont’d)
|
For the
period ended May 31, 2010 and 2009, 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.
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 period ended
May 31, 2010 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 May 31, 2010 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.
9
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
2.
|
Significant
Accounting
Policies (cont’d)
|
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 May 31, 2010 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.
10
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
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.
|
3.
|
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 12).
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 13).
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:
11
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
3.
|
Change in Accounting Policy and
Future Accounting
Changes (cont’d)
|
|
·
|
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.
In
January 2009, the CICA issued EIC-173 which provides guidance on how to take
into account credit risk of an entity and counterparty when determining the fair
value of financial assets and financial liabilities, including derivative
instruments. The application of this EIC did not have a material effect 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. The
adoption of these new Standards are not expected to have any significant impact
on the Company’s Financial Statements.
12
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
3.
|
Change in Accounting Policy and
Future Accounting
Changes (cont’d)
|
In
December 2009, the CICA issued EIC 175 – “Multiple Deliverable Revenue
Arrangements” replacing EIC 142 – “Revenue Arrangements with Multiple
Deliverables”. This abstract was amended to: (1) provide updated guidance on
whether multiple deliverables exist, how the deliverables in an arrangement
should be separated, and the consideration allocated; (2) require, in situations
where a vendor does not have vendor-specific objective evidence (“VSOE”) or
third-party evidence of selling price, that the entity allocate revenue in an
arrangement using estimated selling prices of deliverables; (3) eliminate the
use of the residual method and require an entity to allocate revenue using the
relative selling price method; and (4) require expanded qualitative and
quantitative disclosures regarding significant judgments made in applying this
guidance. The accounting changes summarized in EIC 175 are effective for fiscal
periods beginning on or after January 1, 2011, with early adoption permitted.
Adoption may either be on a prospective basis or by retrospective application.
If the Abstract is adopted early, in a reporting period that is not the first
reporting period in the entity’s fiscal period, it must be applied
retrospectively from the beginning of the Company’s fiscal period of adoption.
The Company expects to adopt EIC 175 effective January 1, 2011. The Company does
not believe the standard will have a material impact on its consolidated
financial statements.
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
Company will issue its initial audited consolidated financial statements under
IFRS including comparative information for the year ending August 31,
2011.
The
eventual changeover to IFRS represents changes due to new accounting standards.
The transition from current Canadian GAAP to IFRS is a significant undertaking
that may materially affect the Company's reported financial position and results
of operations.
The
Company is assessing the potential impacts of this changeover and is developing
its IFRS changeover plan, which will include project structure and governance,
resourcing and training, analysis of key GAAP differences and a phased plan to
assess accounting policies under IFRS as well as potential exemptions to the
initial adoption of IFRS as permitted by IFRS Statement 1.
|
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
|
|
May 31, 2010
|
||||
|
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
|
(25,844 | ) | ||
|
Net
book value May 31, 2010
|
$ | 381,156 |
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.
13
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
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 May 31, 2010 was
approximately $8,629 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
|
211 | |||
|
Balance,
May 31, 2010
|
$ | 3,845 |
|
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
|
24,232,559 | $ | 825,386 | |||||
|
Exercise of warrants
|
550,000 | 51,700 | ||||||
|
Balance at May 31, 2010
|
24,782,559 | 877,086 | ||||||
|
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
|
16,335,820 | $ | 431,134 | ||||||||||
|
Exercised
|
(550,000 | ) | $ | 0.07 |
February 5, 2014
|
(13,200 | ) | ||||||
|
Balance at May 31, 2010
|
15,785,820 |
|
$ | 417,934 | |||||||||
The fair
value of the warrants was estimated using the Black-Scholes pricing
model.
14
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
8.
|
Share
Capital and Contributed
Surplus (cont’d)
|
|
Weighted Average Shares Outstanding
|
||||||||||||||||
|
Three Months Ended
|
Nine months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Weighted
average shares outstanding, basic
|
24,483,646 | 11,878,061 | 24,295,847 | 11,732,302 | ||||||||||||
|
Dilutive
effect of warrants
|
15,785,820 | 3,981,322 | 15,785,820 | 2,940,382 | ||||||||||||
|
Weighted
average shares outstanding, diluted
|
40,269,466 | 15,859,383 | 40,081,667 | 14,672,684 | ||||||||||||
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 4,846,512 common
shares. To date, no options have been issued.
Contributed
Surplus
As part
of the April 14, 2008 debt conversion, Ms. Hall the former 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:
|
May 31, 2010
|
May 31, 2009
|
|||||||
|
Management
fees to the former President and Director of the Company
|
$ | 22,500 | $ | 10,500 | ||||
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:
|
May 31, 2010
|
August 31, 2009
|
|||||||
|
Management fees to the former
President and Director of the Company
|
$ | - | $ | 14,700 | ||||
|
10.
|
Loans
Payable
|
The loans
payable in the amount of $167,500 are unsecured, non-interest bearing and
repayable on demand. The amount of $110,000 is due to an arms length party.
On February 27, 2009, the Company entered into an agreement to settle
$62,500 of the $120,000 loan through the issuance of a total of 1,250,000 units
at an attributed value of $0.05 per unit. Each unit was comprised of
one common share and one common share purchase warrant. Each warrant
is exercisable until February 27, 2014 to purchase one common share at a
purchase price of $0.07 per share. The balance of the loan payable to a
shareholder is $57,500.
15
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
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 global
financial crisis has reduced liquidity in financial markets thereby restricting
access to financing and has caused volatility to commodity prices. Petroleum
prices may remain volatile 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.
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.
16
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
11.
|
Seasonality and Trend
Information (cont’d)
|
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.
Fair
Value of Financial Instruments
The fair
value measurement of assets and liabilities recognized on the consolidated
balance sheet are categorized into levels within a fair value hierarchy based on
the nature of valuation inputs.
The fair
value hierarchy has the following levels:
|
Level 1:
|
Quoted
prices in active markets for identical assets or
liabilities;
|
|
Level 2:
|
Inputs
other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or
indirectly;
|
|
Level 3:
|
Inputs
for the asset or liability that are not based on observable market
data.
|
The fair
value hierarchy for financial instruments measured at fair value is Level 1 for
cash, other receivables accounts payable and loans payable are classified as
Level 3.
The
carrying amounts of cash, other receivables and accounts payable approximates
their fair values because of the short-term maturities of the
items. The loans payable are non-interest bearing with no
specific terms of repayment and due on demand. The fair values of
these amounts have not been disclosed because the cash flow stream of the loans
payable are not determinable.
17
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
12.
|
Financial Instruments and Risk
Factors (cont’d)
|
The fair
value of financial instruments at May 31, 2010 and August 31, 2009 is summarized
as follows:
|
May 31, 2010
|
August 31, 2009
|
|||||||||||||||
|
Amount
|
Fair Value
|
Amount
|
Fair Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held for trading Cash and cash
equivalents
|
$ | 25,531 | $ | 25,531 | $ | 172,905 | $ | 172,905 | ||||||||
|
Loans and receivables Other
receivables
|
$ | 26,121 | $ | 26,121 | $ | 20,421 | $ | 20,421 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 149,157 | $ | 149,157 | $ | 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
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.
18
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
12.
|
Financial Instruments and Risk
Factors (cont’d)
|
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 nine months ended May 31, 2010 and 2009 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:
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 90,211 | $ | 73,809 | $ | 36,433 | $ | 29,809 | ||||||||
|
Net
loss
|
$ | (183,986 | ) | $ | (200,388 | ) | $ | (75,582 | ) | $ | (82,206 | ) | ||||
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.
19
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
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 May
31, 2010.
The
Company is not subjected to any externally imposed capital
requirements.
|
14.
|
Subsequent
Events
|
On June
11, 2010, the Company acquired from an arms length party a 10% working interest
(7.5% net revenue interest) before payout and a 7.5% working interest (5.625%
net revenue interest) after payout of production of the sum of $15,000,000 gross
in approximately 2,629 gross acres of land in the Maverick Basin in Zavala
County, Southwest Texas (the “Zavala County Interest”).
The
Company paid USD $200,000 as consideration for the Zavala County Interest,
satisfied by the payment of $25,000 in cash and a $175,000 5% secured promissory
note on closing. The acquisition was closed in escrow pending receipt of
Defensible Title for the Zavala County Interest.
Under the
terms of the 5% secured promissory note, the principal sum of $100,000 is due on
December 31, 2010, and the balance of principal of $75,000 together with any
unpaid interest is due on June 30, 2011. The Company may, in its sole
discretion, prepay any portion of the principal amount. The note is secured by
the Zavala County Interest.
Effective
June 10, 2010, the Company retained Gar Wood Securities, LLC (“Gar Wood”) to act
as Investment Banker/Financial Advisor to the Company for a period of two years.
Under the terms of the Gar Wood Engagement, the Company will pay a fee
consisting of an aggregate of 1,500,000 common share purchase warrants (the
“Warrants”) as follows:
|
-
|
1,000,000 common share purchase
Warrants exercisable at US$1.00 per common share expiring on December 10,
2011 and issuable in three equal tranches on June 10, 2010, December 10,
2010 and June 10, 2011.
|
|
-
|
500,000 common share purchase
Warrants exercisable at US$1.50 per common share expiring on June 10, 2012
and issuable in three equal tranches on June 10, 2010, December 10, 2010
and June 10, 2011.
|
The
common shares represented by the Warrants have piggyback registration
rights.
20
|
Eagleford
Energy Inc.
|
|
(Formerly:
Eugenic Corp.)
|
|
Notes
to Consolidated Financial Statements
|
|
(Expressed
in Canadian Dollars)
|
|
For the period ended May 31,
2010
|
|
14.
|
Subsequent Events
(cont’d)
|
In
addition, the Company will pay to Gar Wood a cash success fee of 6% of the gross
proceeds from private placements of the Company’s securities should they result
through direct Gar Wood introductions.
Should
Gar Wood be successful in raising Eagleford over US$5.0 million by way of
private placements of the Company’s securities on or before September 30, 2010,
the Company will grant for a period of one year, a right of first refusal to Gar
Wood, on a non-exclusive basis, to act as the Company’s Investment
Banker/Financial Advisor.
Effective
June 11, 2010 in connection with the Gar Wood Engagement the Company has agreed
to indemnify and hold harmless Gar Wood, its affiliates directors, officers and
agent from or against any losses, claims, damages or liabilities (or actions,
including shareholder actions in respect thereof) related to or arising out of
such engagement.
One June 11, 2010 the Company engaged a
consultant to provide investor relations services to the Company for a period of
three months at a rate of US $5,000 per month payable in
advance.
On June
18, 2010 Sandra Hall resigned as President, Secretary and a Director of the
Company and James Cassina was appointed as the new President. In addition, Colin
McNeil, P. Geoph (“McNeil”) was appointed as a Director.
Subsequent
to May 31, 2010 1,550,000 common share purchase warrants at $0.07 were exercised
for an aggregate of $108,500.
On July
15, 2010 William Jarvis resigned as a Director of the Company.
21
ITEM 2

EAGLEFORD
ENERGY INC.
(Formerly:
Eugenic Corp.)
Management’s
Discussion and Analysis of
Financial
Condition and Operating Results
For
the period ended May 31, 2010
(Expressed
in Canadian Dollars)
Suite
1505-1 King Street West, Toronto, Ontario M5H 1A1 Telephone: (416) 364-4039,
Facsimile: (416) 364-8244
1
The
following Management’s Discussion and Analysis of Financial Condition and
Operating Results of Eagleford Energy Inc. (“Eagleford” or the “Company”) should
be read in conjunction with the Company’s Unaudited Consolidated Financial
Statements for the period ended May 31, 2010 and the 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 July 16,
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).
Our
Canadian public filings can be accessed and viewed via the System for Electronic
Data Analysis and Retrieval (“SEDAR”) at www.sedar.com. Readers can also access
and view our Canadian public insider trading reports via the System for
Electronic Disclosure by Insiders at www.sedi.ca. Our U.S. public filings are
available at the public reference room of the U.S. Securities and Exchange
Commission (“SEC”) located at 100 F Street, N.E., Room 1580, Washington, DC
20549 and at the website maintained by the SEC at www.sec.gov.
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
|
2
OVERVIEW
Eagleford
is incorporated under the laws of the Province of Ontario, and is registered as
an extra-provincial company in Alberta. The Company is a reporting
issuer with the United States Securities and Exchange Commission and the
Company’s common shares trade on the Over-the-Counter Bulletin Board (OTCBB)
under the symbol EFRDF.
Directly
and through Eagleford’s wholly owned subsidiary 1354166 Alberta Ltd. (“1354166
Alberta”) the Company is primarily engaged in the development, acquisition and
production of oil and gas interests located in Alberta, Canada. The Company’s
operations currently consist of a 0.5% NCOR in a natural gas well located in
Haynes, Alberta, Canada and a 5.1975% working interest in a natural gas unit
located in Alberta, Canada held through our wholly owned subsidiary 1354166
Alberta. 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.
The
Company’s unaudited consolidated financial statements for the period ended May
31, 2010 and 2009 include the accounts of the Company and its wholly owned
subsidiary 1354166 Alberta Ltd. from the date of acquisition, February 27,
2009.
On
November 12, 2009, our wholly owned subsidiary 1406768 Ontario Inc. changed its
name to Eagleford Energy Inc. On November 30, 2009 the Company amalgamated with
Eagleford Energy Inc. and upon the amalgamation the entity's new name is
Eagleford Energy Inc.
OVERALL
PERFORMANCE
Average
natural gas production for the nine months ended May 31, 2010 was 69 mcf per day
compared to 32 mcf per day for the same nine month period in 2009. Revenue for
the nine months ended May 31, 2010 was up $48,889 to $82,010 compared to $33,121
for the same period in 2009. The increase in revenue for the nine months ended
May 31, 2010 was attributed to the acquisition of 1354166 Alberta Ltd.,
effective February 27, 2009. Net loss and comprehensive loss for the nine months
ended May 31, 2010 was $192,187 compared to $78,894 for the comparable nine
month period in 2009. The increase in loss during 2010 was primarily related to
increases in operating costs and depletion and administrative
expenditures.
For the
nine months ended May 31, 2010 the Company’s cash position decreased by $147,374
to $25,531 compared to cash of $172,905 at August 31, 2009. At May 31, 2010 the
Company’s other receivables were $26,121 representing an increase of $5,700
compared to $20,421 at August 31, 2009. For the nine months ended May 31, 2010
current liabilities decreased by $14,042 to $316,657 compared to $330,699 at
August 31, 2009. The Company has a working capital deficiency of $265,004 at May 31, 2010 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 from
loan, cash flow from oil and gas operations and from the proceeds 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;
|
3
|
·
|
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. (For additional
risk factors, please see the Company’s Annual Information Form filed on Form
20F).
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.
Fair
Value of Financial Instruments
The fair
value measurement of assets and liabilities recognized on the consolidated
balance sheet are categorized into levels within a fair value hierarchy based on
the nature of valuation inputs.
The fair
value hierarchy has the following levels:
|
Level 1:
|
Quoted
prices in active markets for identical assets or
liabilities;
|
|
Level
2:
|
Inputs
other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or
indirectly;
|
|
Level 3:
|
Inputs
for the asset or liability that are not based on observable market
data.
|
The fair
value hierarchy for financial instruments measured at fair value is Level 1 for
cash, other receivables accounts payable and loans payable are classified as
Level 3.
The
carrying amounts of cash, other receivables and accounts payable approximates
their fair values because of the short-term maturities of the
items. The loans payable are non-interest bearing with no
specific terms of repayment and due on demand. The fair values of
these amounts have not been disclosed because the cash flow stream of the loans
payable are not determinable.
The fair
value of financial instruments at May 31, 2010 and August 31, 2009 is summarized
as follows:
|
May 31, 2010
|
August 31, 2009
|
|||||||||||||||
|
Amount
|
Fair Value
|
Amount
|
Fair Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 25,531 | $ | 25,531 | $ | 172,905 | $ | 172,905 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Other
receivables
|
$ | 26,121 | $ | 26,121 | $ | 20,421 | $ | 20,421 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 149,157 | $ | 149,157 | $ | 152,984 | $ | 71,672 | ||||||||
|
Income
Taxes Payable
|
$ | - | $ | - | $ | 10,215 | $ | 10,215 | ||||||||
|
Loans
payable
|
$ | 167,500 | $ | 167,500 | $ | 167,500 | $ | 167,500 | ||||||||
4
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
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 nine months ended May 31, 2010 and 2009 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:
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 90,211 | $ | 73,809 | $ | 36,433 | $ | 29,809 | ||||||||
|
Net
loss
|
$ | (183,986 | ) | $ | (200,388 | ) | $ | (75,582 | ) | $ | (82,206 | ) | ||||
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.
5
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.
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 May
31, 2010.
The
Company is not subjected to any externally imposed capital
requirements.
RESULTS
OF OPERATIONS
|
Nine months Ended
|
Three Months Ended
|
|||||||||||||||
|
Historical
|
May 31,
|
May 31,
|
May 31,
|
May 31,
|
||||||||||||
|
Production
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
Natural
gas – mcf/d
|
69 | 32 | 54 | 94 | ||||||||||||
|
Historical
Prices
|
||||||||||||||||
|
Natural
gas - $/mcf
|
$ | 4.38 | $ | 3.81 | $ | 3.90 | $ | 3.80 | ||||||||
|
Royalties
costs - $/mcf
|
$ | 1.07 | $ | 0.62 | $ | 0.93 | $ | 0.62 | ||||||||
|
Production
costs - $/mcf
|
$ | 2.79 | $ | 3.63 | $ | 2.27 | $ | 3.61 | ||||||||
|
Net
back - $/mcf
|
$ | 0.52 | $ | (0.44 | ) | $ | 0.70 | $ | (0.43 | ) | ||||||
|
Operations
|
||||||||||||||||
|
Revenue
|
$ | 82,010 | $ | 33,121 | $ | 19,291 | $ | 32,796 | ||||||||
|
Net
loss and comprehensive
|
||||||||||||||||
|
loss
for the period
|
$ | (192,187 | ) | $ | (78,894 | ) | $ | (75,144 | ) | $ | (62,554 | ) | ||||
|
Net
loss per share
|
$ | (0.008 | ) | $ | (0.007 | ) | $ | (0.003 | ) | $ | (0.005 | ) | ||||
Production
Volume
For the
nine months ended May 31, 2010 average natural gas sales volume increased to 69
mcf/d compared to 32 mcf/d for the comparable period in 2009. Production volume
for the nine months ended May 31, 2010 was 18,724 mcf compared to 8,684 mcf for
the comparable period in 2009. The increase in average sales and production
volume was primarily attributed to the operations of 1354166
Alberta.
6
During
the nine months ended May 31, 2010 the Company reported a full nine months of
operations of 1354166 Alberta versus three months of operations for the nine
month period ended May 31, 2009.
For the
three months ended May 31, 2010 average natural gas sales volume decreased to 54
mcf/d compared to 94 mcf/d for the comparable period in 2009. Production volume
for the three months ended May 31, 2010 was 4,951 mcf compared to 8,623 mcf for
the comparable period in 2009. The decrease in average sales and production
volume was primarily attributed to a decrease in production volume.
Commodity
Prices
For the
nine months ended May 31, 2010 average natural gas prices received per mcf
increased 15% to $4.38 compared to $3.81 per mcf for the same period ending in
2009. The increased in average natural gas prices received was attributed to
high commodity prices for natural gas during the period.
For the
three months ended May 31, 2010 average natural gas prices received per mcf
increased 3% to $3.90 compared to $3.80 per mcf for the same period ending in
2009. The increased in average natural gas prices received was attributed to
higher commodity prices for natural gas during the period.
Revenue
For the
nine months ended February 28, 210 revenue increased by $48,889 to $82,010
compared to $33,121 for the same period in 2009. The increase in revenue for the
nine months ended May 31, 2010 was primarily attributed to an increase in
production volume as a result of a full nine months of operations versus three
months of operations of 1354166 Alberta in the prior period.
For the
three months ended May 31, 2010 revenue decreased by $13,505 to $19,291 compared
to $32,796 for the same period in 2009. The decrease in revenue for the three
months ended May 31, 2010 was primarily attributed to a decrease in production
volume for the three months ended May 31, 2010.
Operating
Costs
For the
nine months ended May 31, 2010 operating costs were $52,488 compared to
operating costs of 26,857 for the nine months ended May 31, 2009. In
the increase in operating costs for the nine months ended May 31, 2010 was
primarily attributed to the increased operations of 1354166
Alberta.
For the
three months ended May 31, 2010 operating costs were $11,306 compared to
operating costs of 26,499 for the three months ended May 31,
2009. The decrease in operating costs for the three months ended May
31, 2010 was primarily attributed to an annual adjustment credit of $827
received from a property operator versus a cost of $10,724 in the prior
period.
Royalties
For the
nine months ended May 31, 2010 royalties were $20,072 compared to royalties of
$4,454 for the nine months ended May 31, 2009. In the increase in royalties for
the nine months ended May 31, 2010 was primarily attributed to increased
operations of 1354166 Alberta.
For the
three months ended May 31, 2010 royalties were $4,611 compared to royalties of
$4,364 for the three months ended May 31, 2009.
Depletion
Depletion
for the nine months ended May 31, 2010 increased by $17,580 to $25,844 compared
to $8,264 for the same period in 2009. The increase in depletion for the nine
months ended May 31, 2010 was attributed to increased production volume related
to the operations of 1354166 Alberta.
Depletion
for the three months ended May 31, 2010 decreased by $1,221 to $6,836 compared
to $8,057 for the same period in 2009. The decrease in depletion for the three
months ended May 31, 2010 was attributed to decreased production
volume.
7
Administrative
Expenses
Administrative
expenses for the nine months ended May 31, 2010 were $175,823 compared to
$73,878 for the nine months ended May 31, 2009. The increase in expenses during
2010 was primarily attributed to an increase in professional fees of $64,023 to
$104,286 compared to $40,263 in 2009 and an increase in management fees of
$12,000 to $22,500 compared to $10,500 in the comparable nine month period in
2009. During the nine months ended May 31, 2010 the Company also incurred
increases in transfer agent and registrar costs of $27,789 to $37,217 compared
to $9,428 offset by an decrease in general and office costs of $1,830 to $1,905
compared to $3,735 for the nine months ended May 31, 2009. Higher administrative
expenses for the nine month period May 31, 2010 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.
Administrative
expenses for the three months ended May 31, 2010 were $71,682 compared to
$56,755 for the three months ended May 31, 2009. The increase in expenses during
2010 was primarily attributed to an increase in professional fees of $1,384 to
$41,528 compared to $40,144 in 2009 and an increase in management fees of $3,000
to $7,500 compared to $4,500 in the comparable three month period in 2009.
During the three months ended May 31, 2010 the Company also incurred increases
in transfer agent and registrar costs of $16,323 to $21,016 compared to $4,693
off set by a decrease in general and office costs of $2,980 to $538 compared to
$3,518 and a decrease in head office expenses of $2,800 to $1,100 compared to
$3,900 for the three months ended May 31, 2009. Higher administrative expenses
for the three month period May 31, 2010 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 May 31, 2010 interest income was $30 compared to $1,438 for
the comparable period in 2009. The decrease in interest income for the nine
month period ending May 31, 2010 was a result of a decrease in
cash.
For the
three months ended May 31, 2010 interest income was Nil compared to $324 for the
comparable period in 2009. The decrease in interest income for the three month
period ending May 31, 2010 was a result of a decrease in cash.
Net
loss and comprehensive loss for the period
Net loss
and comprehensive loss for nine months ended May 31, 2010 was $192,187 compared
to a net loss of $78,894 for the prior nine month period in 2009. The increase
in net loss and comprehensive loss for the nine months ended May 31, 2010 was
primarily related to an increase in operating costs, depletion and
administrative expenses.
Net loss
and comprehensive loss for three months ended May 31, 2010 was $75,144 compared
to a net loss of $62,555 for the prior three month period in 2009. The increase
in net loss and comprehensive loss for the nine months ended May 31, 2010 was
primarily related to a decrease in revenue and an increase in administrative
expenses.
Net
loss per share
The net
loss per share for the nine months ended May 31, 2010 was $0.008 compared to a
net loss per share of $0.007 for the same nine month period in
2009.
The net
loss per share for the three months ended May 31, 2010 was $0.003 compared to a
net loss per share of $0.005 for the same six month period in 2009.
SUMMARY
OF QUARTERLY RESULTS
The
following tables reflect the summary of quarterly results for the periods set
out.
|
2010
|
2010
|
2009
|
2009
|
|||||||||||||
|
For the quarter ending
|
May 31
|
February 28
|
November 30
|
August 31
|
||||||||||||
|
Revenue
|
$ | 19,291 | $ | 36,461 | $ | 26,259 | $ | 23,078 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (75,144 | ) | $ | (36,746 | ) | $ | (80,299 | ) | $ | (249,967 | ) | ||||
|
Loss
per share
|
$ | (0.003 | ) | $ | (0.002 | ) | $ | (0.014 | ) | $ | (0.014 | ) | ||||
Revenue
for the quarter ending May 31, 2010 decreased due to a decrease in productions
volume. Increased revenue for the quarters in 2009 and 2010 was as a result of
the acquisition of 1354166 Alberta. The increase in net loss and comprehensive
loss for the quarters in 2009 and 2010 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.
8
|
2009
|
2009
|
2008
|
2008
|
|||||||||||||
|
For the quarter ending
|
May 31
|
February 28
|
November 30
|
August 31
|
||||||||||||
|
Revenue
|
$ | 32,796 | $ | 260 | $ | 65 | $ | 50 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (62,554 | ) | $ | (9,721 | ) | $ | (6,619 | ) | $ | (20,646 | ) | ||||
|
Loss
per share
|
$ | (0.005 | ) | $ | (0.001 | ) | $ | (0.001 | ) | $ | (0.003 | ) | ||||
Revenue
for the quarter ending May 31, 2009 increased as a result of the acquisition of
1354166 Alberta. The increase in net loss and comprehensive loss for the quarter
ending May 31, 2009 was primarily attributed to increases in operating costs,
depletion and administrative expenses including professional fees, transfer and
registrar costs and management fees. 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 of $528.
LIQUIDITY
AND CAPITAL RESOURCES
Cash as
of May 31, 2010 was $25,531 compared to cash of $172,905 at August 31, 2009. The
Company’s working capital deficiency at May 31, 2010 was $265,004 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.
During the nine months ended May 31, 2010 the primary use of funds was related
to general and administrative expenditures. The Company will require additional
sources of revenue or investment to meet its current and future working capital
obligations.
Our
current assets of $51,653 as at May 31, 2010 ($193,327 as of August 31, 2009)
include the following items: cash $25,531 ($172,905 as of August 31, 2009);
marketable securities $1 ($1 as of August 31, 2009); and other receivables
$26,121 ($20,421 as of August 31, 2009).
Our
current liabilities of $316,657 as of May 31, 2010 ($330,699 as of August 31,
2009) include the following items: accounts payable of $149,157 ($152,984 as of
August 31, 2009); income taxes payable of $NIL ($10,215 as of August 31, 2009);
and loans payable of $167,500 ($167,500 as of August 31, 2009).
During
the three month period ending May 31, 2010, 550,000 common share purchase
warrants were exercised for net proceeds of $38,500.
At May
31, 2010 the Company has 2,575,000 common share purchase warrants exercisable at
$0.20 per share and a further 13,210,820 common share purchase warrants
exercisable at $0.07 per share. If any of these common share purchase warrants
were exercised it would generate additional capital for us.
Our past
primary source of liquidity and capital resources has been from loans, cash flow
from oil and gas operations, and proceeds from 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.
9
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 global
financial crisis has reduced liquidity in financial markets thereby restricting
access to financing and has caused volatility to commodity prices. Petroleum
prices 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.
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 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.
10
RELATED
PARTY TRANSACTIONS AND BALANCES
The
following transactions with an individual related to the Company which arose in
the normal course of business have been accounted for at the exchange amount
being the amount agreed to by the related parties, which approximates the arms
length equivalent value:
|
May 31, 2010
|
May 31, 2009
|
|||||||
|
Management
fees to the former President and Director of the Company
|
$ | 22,500 | $ | 10,500 | ||||
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:
|
May 31, 2010
|
August 31, 2009
|
|||||||
|
Management
fees to the former President and Director of the
Company
|
$ | Nil | $ | 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 May 31,
2010, the Company had a working capital deficiency of $265,004 and an
accumulated deficit of $1,220,713. 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 May 31, 2010 was $1
(August 31, 2009 - $1).
11
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 May 31, 2010 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.
12
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 12 to the unaudited consolidated financial
statements of the Company for the period ended May 31, 2010).
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 13 to the unaudited consolidated
financial statements of the Company for the period ended May 31,
2010).
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.
In
January 2009, the CICA issued EIC-173 which provides guidance on how to take
into account credit risk of an entity and counterparty when determining the fair
value of financial assets and financial liabilities, including derivative
instruments. The application of this EIC did not have a material effect 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. The
adoption of these new standards, are not expected to have any significant impact
on the Company’s financial statements.
14
In
December 2009, the CICA issued EIC 175 – “Multiple Deliverable Revenue
Arrangements” replacing EIC 142 – “Revenue Arrangements with Multiple
Deliverables”. This abstract was amended to: (1) provide updated guidance on
whether multiple deliverables exist, how the deliverables in an arrangement
should be separated, and the consideration allocated; (2) require, in situations
where a vendor does not have vendor-specific objective evidence (“VSOE”) or
third-party evidence of selling price, that the entity allocate revenue in an
arrangement using estimated selling prices of deliverables; (3) eliminate the
use of the residual method and require an entity to allocate revenue using the
relative selling price method; and (4) require expanded qualitative and
quantitative disclosures regarding significant judgments made in applying this
guidance. The accounting changes summarized in EIC 175 are effective for fiscal
periods beginning on or after January 1, 2011, with early adoption permitted.
Adoption may either be on a prospective basis or by retrospective application.
If the Abstract is adopted early, in a reporting period that is not the first
reporting period in the entity’s fiscal period, it must be applied
retrospectively from the beginning of the Company’s fiscal period of adoption.
The Company expects to adopt EIC 175 effective January 1, 2011. The Company does
not believe the standard will have a material impact on its consolidated
financial statements
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
Company will issue its initial audited consolidated financial statements under
IFRS including comparative information for the year ending August 31,
2011.
The
eventual changeover to IFRS represents changes due to new accounting standards.
The transition from current Canadian GAAP to IFRS is a significant undertaking
that may materially affect the Company's reported financial position and results
of operations.
The
Company is assessing the potential impacts of this changeover and is developing
its IFRS changeover plan, which will include project structure and governance,
resourcing and training, analysis of key GAAP differences and a phased plan to
assess accounting policies under IFRS as well as potential exemptions to the
initial adoption of IFRS as permitted by IFRS Statement 1.
Transition
to International Financial Reporting Standards
In
February 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. The Company will issue
its initial unaudited consolidated financial statements under IFRS including
comparative information for the quarter ending February 28, 2011.
The
transition from current Canadian GAAP to IFRS is a significant undertaking that
may materially affect the Company's reported financial position and results of
operations. The Company is assessing the potential impacts of this changeover
and has commenced the development of an IFRS implementation plan to prepare for
this transition, which will include project structure and governance, resourcing
and training, analysis of key GAAP differences and a phased plan to assess
accounting policies under IFRS as well as potential exemptions to the initial
adoption of IFRS as permitted by IFRS Statement 1.
The table
below summarizes the key elements of the transition plan and the expected timing
of activities related to the Company’s transition:
|
Initial
analysis of key areas for which changes to accounting policies may be
required
|
Completed
|
|
|
Detailed
analysis of all relevant IFRS requirements and identification of area
requiring accounting policy changes or those with accounting policy
alternatives
|
Throughout
fiscal 2010 and 2011
|
|
|
Assessment
of first-time adoption (IFRS 1) requirements and
alternatives
|
Throughout
fiscal 2010 and 2011
|
|
|
Final
determination of changes to accounting policies and choices to be made
with respect to first-time adoption alternatives
|
Q2,
Q3 (August 31, 2011)
|
|
|
Resolution
of the accounting policy change implications on information technology,
internal controls and contractual arrangements
|
Q2,
Q3 (August 31, 2011)
|
|
|
Management
and employee training
|
Throughout
the transition period
|
|
|
Quantification
of the Financial Statement impact of changes in accounting
policies
|
|
Throughout
fiscal 2011
|
15
The
Company is in the process of analyzing key areas where changes to current
accounting policies may be required. While an analysis will be
required for all accounting policies, the initial key areas of assessment
include:
•
Property, Plant and Equipment
Pre-exploration
costs
Exploration
and evaluation costs
Depletion,
depreciation and amortization
• Impairment
testing
• Decommissioning
liabilities (known as “asset retirement obligations” under Canadian
GAAP)
• Stock-based
compensation
• Income
taxes
Each of
these significant impact areas is discussed in more detail below.
Property,
Plant and Equipment
IFRS and
Canadian GAAP contain the same basic principles for property, plant, and
equipment; however, there are some differences. Specifically, IFRS requires
property, plant and equipment to be measured at cost in accordance with IFRS,
breaking down material items into components and amortizing each one separately.
In addition, unlike Canadian GAAP, IFRS permits property, plant and equipment to
be measured at fair value or amortized cost. The Company’s initial analysis is
that no further componentization was necessary in property, plant, and
equipment.
In moving
to IFRS, the Company will be required to adopt different accounting policies for
pre-exploration activities, exploration and evaluation costs and depletion,
depreciation and accretion.
Pre-exploration
costs are costs incurred before the Company obtains the legal right to explore
an area. Under Canadian GAAP, these costs are capitalized, while under IFRS,
these costs must be expensed. At this time, the Company does not anticipate that
this accounting policy difference will have a significant impact on the
financial statements.
During
the Exploration and Evaluation phase, the Company capitalizes costs incurred for
these projects under Canadian GAAP. Under IFRS, the Corporation has the
alternative to either continue capitalizing these costs until technical
feasibility and commercial viability of the project is determined, or to expense
these costs as incurred. The Company does not currently have any
Exploration and Evaluation assets.
Under
Canadian GAAP, the Company calculates its depletion, depreciation and
amortization rate at the country cost centre level. Under IFRS, this rate will
be calculated at a lower unit of account level. At this time, the Company has
not finalized its policy in this regard, and therefore the impact of this
difference in accounting policy is not reasonably determinable.
Impairment
Testing
For the
first step of the impairment test under Canadian GAAP, future cash flows are not
discounted. Under IFRS, the future cash flows are discounted. In addition, for
Property, Plant and Equipment, impairment testing is currently performed at the
country cost centre level, while under IFRS, it will be performed at a lower
level, referred to as a cash-generating unit. The impairment calculations will
be performed using either total proved or proved plus probable reserves.
Canadian GAAP prohibits reversal of impairment losses. Under IFRS if the
conditions giving rise to impairment have reversed, impairment losses previously
recorded would be partially or fully reversed to eliminate write-downs recorded.
The Company expects to adopt these changes in accounting policy prospectively.
At this time, the impact of accounting policy differences related to impairment
testing is not reasonably determinable.
16
Asset
Retirement Obligation
Under
Canadian GAAP, the Company recognizes a liability for the estimated fair value
of the future retirement obligations associated with Property, Plant and
Equipment. The fair value is capitalized and amortized over the same period as
the underlying asset. The Company estimates the liability based on the estimated
costs to abandon and reclaim its net ownership interest in wells and facilities,
including an estimate for the timing of the costs to be incurred in future
periods. These cash outflows are discounted using a credit-adjusted rate.
Changes in the net present value of the future retirement obligation are
expensed through accretion as part of depletion, depreciation and accretion.
Under IFRS, these liabilities are known as “decommissioning liabilities” and are
included in the scope of IAS 37 Provisions, Contingent Liabilities
and Contingent Assets. Decommissioning liabilities are calculated at each
reporting period by estimating the risk-adjusted future cash outflows which are
discounted using a risk-free rate. Changes in the net present value of the
future retirement obligation are expensed through accretion as part of
depletion, depreciation and accretion. Due to the change in the discount rate
from a credit-adjusted rate to a risk-free rate, the Company expects there will
be an increase in the value of the decommissioning liability under IFRS as
compared to Canadian GAAP.
Stock-based
Compensation
IFRS 2
Share-Based Payments
requires the expense related to share-based payments to be recognized as
the options vest; that is, for options that vest over a period of time, each
tranche must be treated as a separate option grant which accelerates the expense
recognition in comparison to Canadian GAAP which allows the expense to be
recognized on a straight-line basis over the period the options vest. While
the carrying value for each reporting period will be different under IFRS, the
cumulative expense recognized over the life of the instrument under both methods
will be the same. Going forward under IFRS, stock-based compensation is expected
to be higher because the graded vesting requirements of IFRS result in
accelerated expense recognition.
Accounting
for Income Tax
In
transitioning to IFRS, the carrying amount of the Company’s tax balances will be
directly impacted by the tax effects resulting from changes required by the
above IFRS accounting policy differences. Due to the recent withdrawal of the
exposure draft on IAS 12 Income Taxes in November
2009, the Company is still determining the impact of the revised standard on its
IFRS transition. Therefore, at this time the income tax impacts of the
differences are not reasonably determinable.
As the
analysis of each of the key areas progress, other elements of the Company’s IFRS
transition plan will also be addressed, including the implication of changes to
accounting policies and processes, financial statement note disclosures on
information technology, internal controls, contractual arrangements and employee
training.
Changes
to IFRS Accounting Standards
The
Company’s analysis of accounting policy differences specifically considers the
current IFRS standards that are in effect. The Corporation will continue to
monitor any new or amended accounting standards that are issued by the
IASB.
Internal
Controls over Financial Reporting
The
Company does not anticipate that the transition to IFRS will have a significant
impact on either its internal controls over financial reporting, or its
disclosure controls and procedures. As the review of the Company’s accounting
policies is completed, an assessment will be made to determine changes necessary
for internal controls over financial reporting. This will be an
ongoing process throughout fiscal 2010 and 2011 to ensure that all changes in
accounting policies include the appropriate additional controls and procedures
for future IFRS reporting requirements.
Education
and Training
The
Company will involve its management and board of directors in the IFRS
transition throughout fiscal 2010 and 2011.
Impacts
to our Business
The
Company does not expect that the adoption of IFRS in 2011 will have a
significant impact or influence on its business activities.
17
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 May 31, 2010 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
|
24,232,559 | $ | 825,386 | |||||
|
Exercise of warrants
|
550,000 | 51,700 | ||||||
|
Balance
at May 31, 2010
|
24,782,559 | 877,086 | ||||||
|
Exercise of Warrants
|
1,550,000 | 145,700 | ||||||
|
Balance at July 16, 2010
|
26,332,559 | $ | 1,022,786 | |||||
|
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
|
16,335,820 | $ | 431,134 | ||||||||||
|
Exercised
|
(550,000 | ) | $ | 0.07 |
February 5, 2014
|
(13,200 | ) | ||||||
|
Balance
at May 31, 2010
|
15,785,820 | $ | 417,934 | ||||||||||
|
Exercised
|
(1,550,000 | ) | $ | 0.07 |
February
5, 2014
|
(37,200 | ) | ||||||
|
Issued
|
333,333 | $ | 1.03 |
December 10, 2011
|
- | ||||||||
|
Issued
|
166,667 | $ | 1.55 |
June 10, 2012
|
- | ||||||||
|
Balance at July 16, 2010
|
14,735,820 | $ | 380,734 | ||||||||||
The fair
value of the warrants was estimated using the Black-Scholes pricing
model.
|
Weighted Average Shares Outstanding
|
||||||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
May 31,
|
May 31,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Weighted
average shares outstanding, basic
|
24,782,559 | 10,709,336 | 24,782,559 | 10,218,101 | ||||||||||||
|
Dilutive
effect of warrants
|
15,785,820 | 2,812,593 | 15,785,820 | 2,502,184 | ||||||||||||
|
Weighted
average shares outstanding, diluted
|
40,568,379 | 13,521,929 | 40,568,379 | 12,720,285 | ||||||||||||
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 4,846,512 common
shares. To date, no options have been issued.
18
Contributed
Surplus
As part
of the April 14, 2008 debt conversion, Ms. Hall the President of the Company
converted $50,000 of debt through the issuance of 500,000 common shares at an
attributed value of $0.10 per share and forgave $38,000 of debt owed to her by
the Company, which was recorded as an increase to contributed
surplus.
Subsequent
Events
On June
11, 2010, the Company acquired from an arms length party a 10% working interest
(7.5% net revenue interest) before payout and a 7.5% working interest (5.625%
net revenue interest) after payout of production of the sum of $15,000,000 gross
in approximately 2,629 gross acres of land in the Maverick Basin in Zavala
County, Southwest Texas (the “Zavala County Interest”).
The
Company paid USD $200,000 as consideration for the Zavala County Interest,
satisfied by the payment of $25,000 in cash and a $175,000 5% secured promissory
note on closing. The acquisition was closed in escrow pending receipt of
Defensible Title for the Zavala County Interest.
Under the
terms of the 5% secured promissory note, the principal sum of $100,000 is due on
December 31, 2010, and the balance of principal of $75,000 together with any
unpaid interest is due on June 30, 2011. The Company may, in its sole
discretion, prepay any portion of the principal amount. The note is secured by
the Zavala County Interest.
Effective
June 10, 2010, the Company retained Gar Wood Securities, LLC (“Gar Wood”) to act
as Investment Banker/Financial Advisor to the Company for a period of two years.
Under the terms of the Gar Wood Engagement, the Company will pay a fee
consisting of an aggregate of 1,500,000 common share purchase warrants (the
“Warrants”) as follows:
|
-
|
1,000,000
common share purchase Warrants exercisable at US$1.00 per common share
expiring on December 10, 2011 and issuable in three equal tranches on June
10, 2010, December 10, 2010 and June 10,
2011.
|
|
-
|
500,000
common share purchase Warrants exercisable at US$1.50 per common share
expiring on June 10, 2012 and issuable in three equal tranches on June 10,
2010, December 10, 2010 and June 10,
2011.
|
The
common shares represented by the Warrants have piggyback registration
rights.
In
addition, the Company will pay to Gar Wood a cash success fee of 6% of the gross
proceeds from private placements of the Company’s securities should they result
through direct Gar Wood introductions.
Should
Gar Wood be successful in raising Eagleford over US$5.0 million by way of
private placements of the Company’s securities on or before September 30, 2010,
the Company will grant for a period of one year, a right of first refusal to Gar
Wood, on a non-exclusive basis, to act as the Company’s Investment
Banker/Financial Advisor.
Effective
June 11, 2010 in connection with the Gar Wood Engagement the Company has agreed
to indemnify and hold harmless Gar Wood, its affiliates directors, officers and
agent from or against any losses, claims, damages or liabilities (or actions,
including shareholder actions in respect thereof) related to or arising out of
such engagement.
One June
11, 2010 the Company engaged a consultant to provide investor relations services
to the Company for a period of three months at a rate of US $5,000 per month
payable in advance.
On June
18, 2010 Sandra Hall resigned as President, Secretary and a Director of the
Company and James Cassina was appointed as the new President. In addition, Colin
McNeil, P. Geoph (“McNeil”) was appointed as a Director.
Subsequent
to May 31, 2010 1,550,000 common share purchase warrants at $0.07 were exercised
for an aggregate of $108,500.
On July
15, 2010 William Jarvis resigned as a Director of the Company.
19
ITEM 3
FORM
52-109FV2
CERTIFICATION
OF INTERIM FILINGS
VENTURE
ISSUER BASIC CERTIFICATE
I, James
Cassina, President and acting
in the capacity of Chief Executive Officer, certify the
following:
1. I have
reviewed the interim financial statements and interim MD&A (together, the
"interim filings") of Eagleford Energy
Inc. (the "issuer") for the interim period ended May 31,
2010.
2. No
misrepresentations: Based on my knowledge, having exercised reasonable
diligence, the interim filings do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated or that is necessary
to make a statement not misleading in light of the circumstances under which it
was made, with respect to the period covered by the interim
filings.
3. Fair
presentation: Based on my knowledge, having exercised reasonable
diligence, the interim financial statements together with the other financial
information included in the interim filings fairly present in all material
respects the financial condition, results of operations and cash flows of the
issuer, as of the date of and for the periods presented in the interim
filings.
Date:
July 28,
2010
(SIGNED)
“James
Cassina”
President
and Acting in the capacity of Chief Executive Officer
NOTE TO
READER
In
contrast to the certificate required for non-venture issuers under National
Instrument 52-109 Certification of Disclosure in
Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer
Basic Certificate does not include representations relating to the establishment
and maintenance of disclosure controls and procedures (DC&P) and internal
control over financial reporting (ICFR), as defined in NI 52-109. In particular,
the certifying officers filing this certificate are not making any
representations relating to the establishment and maintenance of
|
i)
|
controls
and other procedures designed to provide reasonable assurance that
information required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted under securities
legislation is recorded, processed, summarized and reported within the
time periods specified in securities legislation;
and
|
|
ii)
|
a
process to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with the issuer's
GAAP.
|
The
issuer's certifying officers are responsible for ensuring that processes are in
place to provide them with sufficient knowledge to support the representations
they are making in this certificate. Investors should be aware that inherent
limitations on the ability of certifying officers of a venture issuer to design
and implement on a cost effective basis DC&P and ICFR as defined in NI
52-109 may result in additional risks to the quality, reliability, transparency
and timeliness of interim and annual filings and other reports provided under
securities legislation.
ITEM 4
FORM
52-109FV2
CERTIFICATION
OF INTERIM FILINGS
VENTURE
ISSUER BASIC CERTIFICATE
I, James
Cassina, President and acting
in the capacity of Chief Financial Officer, certify the
following:
1. I have
reviewed the interim financial statements and interim MD&A (together, the
"interim filings") of Eagleford Energy
Inc. (the "issuer") for the interim period ended May 31,
2010.
2. No
misrepresentations: Based on my knowledge, having exercised reasonable
diligence, the interim filings do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated or that is necessary
to make a statement not misleading in light of the circumstances under which it
was made, with respect to the period covered by the interim
filings.
3. Fair
presentation: Based on my knowledge, having exercised reasonable
diligence, the interim financial statements together with the other financial
information included in the interim filings fairly present in all material
respects the financial condition, results of operations and cash flows of the
issuer, as of the date of and for the periods presented in the interim
filings.
Date:
July 28,
2010
(SIGNED)
“James
Cassina”
President
and Acting in the capacity of Chief Financial Officer
NOTE TO
READER
In
contrast to the certificate required for non-venture issuers under National
Instrument 52-109 Certification of Disclosure in
Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer
Basic Certificate does not include representations relating to the establishment
and maintenance of disclosure controls and procedures (DC&P) and internal
control over financial reporting (ICFR), as defined in NI 52-109. In particular,
the certifying officers filing this certificate are not making any
representations relating to the establishment and maintenance of
|
i)
|
controls
and other procedures designed to provide reasonable assurance that
information required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted under securities
legislation is recorded, processed, summarized and reported within the
time periods specified in securities legislation;
and
|
|
ii)
|
a
process to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with the issuer's
GAAP.
|
The
issuer's certifying officers are responsible for ensuring that processes are in
place to provide them with sufficient knowledge to support the representations
they are making in this certificate. Investors should be aware that inherent
limitations on the ability of certifying officers of a venture issuer to design
and implement on a cost effective basis DC&P and ICFR as defined in NI
52-109 may result in additional risks to the quality, reliability, transparency
and timeliness of interim and annual filings and other reports provided under
securities legislation.