6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]
Published on
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a – 16 OR 15d – 16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the
month of January 2011
Commission
File No. 0-53646
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Eagleford
Energy Inc. (formerly Eugenic Corp.)
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(Registrant’s
name)
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1
King Street West, Suite 1505
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Toronto,
Ontario, Canada M5H 1A1
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(Address
of principal executive
office)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40F
Form 20-F
x Form
40-F ¨
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
TABLE
OF CONTENTS
1. Eagelford
Energy Inc. Unaudited Consolidated Financial Statements for the three months
ended November 30, 2010 and 2009 as filed on SEDAR on January 27,
2011.
2. Eagelford
Energy Inc. Management’s Discussion and Analysis of Financial Condition and
Operating Results for the three months ended November 30, 2010 and 2009 as filed
on SEDAR on January 27, 2011.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Dated: January
27, 2011
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EAGLEFORD
ENERGY INC.
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By:
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/s/ James Cassina
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Name:
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James
Cassina
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Title:
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President
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2
ITEM 1

(Formerly:
Eugenic Corp.)
Consolidated
Financial Statements
For
the period ended November 30, 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 November 30, 2010, Consolidated Statements of Loss, Comprehensive
Loss and Deficit, Consolidated Statements of Shareholders’ Equity and
Consolidated Statements of Cash Flows for the three months ended November 30,
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.
1 King
Street West, Suite 1505, Toronto, ON, Canada Telephone: 416 364 4039, Facsimile:
416 364-8244
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(Formerly: Eugenic Corp.)
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Unaudited
Consolidated Balance Sheets
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(Expressed
in Canadian Dollars)
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November
30, 2010
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August
31, 2010
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|||||||
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Assets
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Current
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||||||||
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Cash
and cash equivalents
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$ | 273,034 | $ | 43,776 | ||||
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Marketable
securities (Note 5)
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1 | 1 | ||||||
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Accounts
receivable
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107,026 | 53,060 | ||||||
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Due
from related party (Note 9)
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- | 1,325 | ||||||
| 380,061 | 98,162 | |||||||
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Oil
and gas interests (Note 6)
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Developed
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308,258 | 314,000 | ||||||
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Undeveloped
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7,336,875 | 5,695,290 | ||||||
| 7,645,133 | 6,009,290 | |||||||
| $ | 8,025,194 | $ | 6,107,452 | |||||
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Liabilities
and Shareholders' Equity
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||||||||
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Current
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||||||||
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Accounts
payable (Note 9)
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$ | 853,725 | $ | 488,741 | ||||
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Secured
note payable (Note 11)
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179,620 | 186,183 | ||||||
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Shareholder
loans (Note 9)
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1,694,780 | 57,500 | ||||||
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Loan
payable (Note 10)
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110,000 | 110,000 | ||||||
| 2,838,125 | 842,424 | |||||||
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Long
term
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||||||||
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Secured
note payable (Note 11)
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985,344 | 1,021,344 | ||||||
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Asset
retirement obligation (Note 7)
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18,025 | 3,907 | ||||||
| 1,003,370 | 1,025,251 | |||||||
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Total
Liabilities
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3,841,494 | 1,867,675 | ||||||
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Shareholders'
Equity
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Share
Capital (Note 8)
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3,920,584 | 3,817,184 | ||||||
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Warrants
(Note 8)
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2,034,159 | 2,096,078 | ||||||
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Contributed
surplus (Note 8)
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45,184 | 43,750 | ||||||
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Deficit
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(1,816,227 | ) | (1,717,235 | ) | ||||
| 4,183,700 | 4,239,777 | |||||||
| $ | 8,025,194 | $ | 6,107,452 | |||||
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Going
concern (Note 1)
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Related
Party Transactions and Balances (Note 9)
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Contractual
Obligations and Commitments (Note 14)
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Subsequent
Events (Note 15)
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The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
2
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(Formerly: Eugenic Corp.)
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Unaudited
Consolidated Statements of Loss, Comprehensive Loss and
Deficit
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For
the three months ended November 30,
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(Expressed
in Canadian Dollars)
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2010
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2009
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Oil
and Gas operations
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Revenue
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$ | 17,099 | $ | 26,258 | ||||
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Operating
costs
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19,817 | 29,947 | ||||||
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Depletion
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5,742 | 9,766 | ||||||
| 25,559 | 39,713 | |||||||
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Loss
from oil and gas operations
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(8,460 | ) | (13,455 | ) | ||||
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Expenses
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Management
fees (Note 9)
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- | 7,500 | ||||||
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Office
and general
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3,846 | 517 | ||||||
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Professional
fees
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57,109 | 53,934 | ||||||
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Transfer
and registrar costs
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18,037 | 1,923 | ||||||
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Head
office services
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25,957 | 3,000 | ||||||
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Consulting
fees
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19,245 | - | ||||||
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Foreign
exchange gain
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(36,110 | ) | - | |||||
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Expense
recovery
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(35,519 | ) | - | |||||
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Interest
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37,967 | - | ||||||
| 90,532 | 66,874 | |||||||
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Operating
loss for the period
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(98,992 | ) | (80,329 | ) | ||||
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Interest
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- | 30 | ||||||
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Net
loss and comprehensive loss for the period
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(98,992 | ) | (80,299 | ) | ||||
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Deficit,
beginning of period
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(1,717,235 | ) | (1,028,526 | ) | ||||
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Deficit,
end of period
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$ | (1,816,227 | ) | $ | (1,108,825 | ) | ||
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Loss
per share, basic and diluted
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$ | (0.003 | ) | $ | (0.004 | ) | ||
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Weighted
average shares outstanding
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30,657,619 | 21,026,618 | ||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
3
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(Formerly: Eugenic Corp.)
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Unaudited
Consolidated Statements of Shareholders' Equity
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(Expressed
in Canadian Dollars)
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For
the three months ended November 30,
2010
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SHARE
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CAPITAL
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WARRANTS
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CONTRIBUTED
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Number
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Amount
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Number
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Amount
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SURPLUS
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DEFICIT
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TOTAL
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Balance,
August 31, 2010
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29,751,026 | $ | 3,817,184 | 16,445,053 | $ | 2,096,078 | $ | 43,750 | $ | (1,717,235 | ) | $ | 4,239,777 | |||||||||||||||
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Warrants
exercised
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1,100,000 | 103,400 | (1,100,000 | ) | (26,400 | ) | 77,000 | |||||||||||||||||||||
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Warrants
cancelled
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(54,645 | ) | (35,519 | ) | (35,519 | ) | ||||||||||||||||||||||
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Imputed
interest
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1,434 | 1,434 | ||||||||||||||||||||||||||
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Net
loss for the period
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(98,927 | ) | (98,927 | ) | ||||||||||||||||||||||||
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Balance,
November 30, 2010
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30,851,026 | $ | 3,920,584 | 15,290,408 | $ | 2,034,159 | $ | 45,184 | $ | (1,816,162 | ) | $ | 4,183,765 | |||||||||||||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
4
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(Formerly: Eugenic Corp.)
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Unaudited
Consolidated Statement of Cash Flows
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(Expressed
in Canadian Dollars)
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For
the quarter ended November 30,
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2010
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2009
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Cash
provided by (used in)
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Operating
activities
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Net
loss for the period
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$ | (98,992 | ) | $ | (80,299 | ) | ||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Depletion
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5,742 | 9,766 | ||||||
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Accretion
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139 | 63 | ||||||
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Imputed
interest
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1,434 | - | ||||||
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Unrealized
foreign exchange gain
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(42,563 | ) | - | |||||
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Expense
recovery
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(35,519 | ) | - | |||||
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Changes
in non-cash working capital balances:
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Accounts
receivable
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(53,966 | ) | (3,172 | ) | ||||
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Due
from related party
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1,325 | |||||||
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Accounts
payable
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364,984 | 15,639 | ||||||
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Income
taxes payable
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- | (10,215 | ) | |||||
| 142,584 | (68,218 | ) | ||||||
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Investing
activities
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Oil
and gas interests, net
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(1,627,606 | ) | - | |||||
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Financing
activities
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Warrants
exercised
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77,000 | - | ||||||
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Shareholder
loans
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1,637,280 | - | ||||||
| 1,714,280 | - | |||||||
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Increase
(decrease) in cash for the period
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229,258 | (68,218 | ) | |||||
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Cash,
beginning of period
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43,776 | 172,905 | ||||||
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Cash,
end of period
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$ | 273,034 | $ | 104,687 | ||||
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Cash
consists of:
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||||||||
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Cash
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$ | 16,513 | $ | 104,687 | ||||
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Cash
equivalents
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256,521 | - | ||||||
| $ | 273,034 | $ | 104,687 | |||||
The
accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements
5
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(Formerly: Eugenic Corp.)
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Notes
to the Unaudited Consolidated Financial Statements
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For
the Three Months Ended November 30, 2010
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(Expressed
in Canadian Dollars)
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1.
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Nature
of Business
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The
Company's business focus consists of acquiring, exploring and developing oil and
gas interests. The recoverability of the amount shown for these properties is
dependent upon the existence of economically recoverable reserves, the ability
of the Company to obtain the necessary financing to complete exploration and
development, and future profitable production or proceeds from disposition of
such property. In
addition the Company holds a 0.3% net smelter return royalty on 8 mining claim
blocks located in Red Lake, Ontario which is carried on the consolidated balance
sheets at nil.
Going
Concern
These
consolidated financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the payment of liabilities in
the ordinary course of business. The Company plans to obtain additional
financing by way of debt or the issuance of common shares or some other means to
service its current working capital requirements, any additional or unforeseen
obligations or to implement any future opportunities. Should the Company be
unable to continue as a going concern, it may be unable to realize the carrying
value of its assets and to meet its liabilities as they become due. These
consolidated financial statements do not include any adjustments for this
uncertainty.
The
Company has accumulated significant losses and negative cash flows from
operations in recent years which raises doubt as to the validity of the going
concern assumption. As at November 30, 2010, the Company had a working capital
deficiency of $2,458,064 and an accumulated deficit of $1,816,227. 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 to fund its operations 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 Company'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 realize its assets and liquidate its liabilities and commitments in
other than the normal course of business and at amounts different from those in
the accompanying consolidated financial statements.
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2.
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Significant
Accounting Policies
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Eagleford
Energy Inc.’s (“Eagleford” or the “Company”) unaudited consolidated financial
statements for the period ended November 30, 2010 and 2009 include the accounts
of the Company and its two wholly owned subsidiaries1354166 Alberta
Ltd.(“1354166 Alberta”) and Dyami Energy LLC (“Dyami Energy”).
The
unaudited interim consolidated financial statements of Eagleford 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,
2010.
For the
period ended November 30, 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, 2010. 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
November 30, 2010 are not indicative of the results that may be expected for the
full year ended August 31, 2011.
6
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(Formerly: Eugenic Corp.)
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Notes
to the Unaudited Consolidated Financial Statements
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For
the Three Months Ended November 30, 2010
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(Expressed
in Canadian Dollars)
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Principles
of Consolidation
On
November 12, 2009, the Company’s 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 became Eagleford Energy Inc. The consolidated financial statements
include the accounts of Eagleford, the legal parent, together with its
wholly-owned subsidiaries, 1354166 Alberta Ltd. an Alberta operating company and
Dyami Energy LLC a Texas limited liability exploration stage company. All
inter-company accounts transactions have been eliminated on
consolidation.
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.
Depletion
and Depreciation
Depletion
of petroleum and natural gas properties and depreciation of production equipment
are calculated on the unit of production basis based on:
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(a)
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total
estimated proved reserves calculated in accordance with National
Instrument 51-101, Standards of Disclosure for Oil and Gas
Activities;
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(b)
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total
capitalized costs, excluding undeveloped lands and unproved costs, plus
estimated future development costs of proved undeveloped reserves;
and
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(c)
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relative
volumes of petroleum and natural gas reserves and production, before
royalties, converted at the energy equivalent conversion ratio of six
thousand cubic feet of natural gas to one barrel of
oil.
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Impairment
Test
The
Company performs an impairment test calculation in accordance with the Canadian
Institute of Chartered Accountants’ successful efforts method guidelines,
including an impairment test on undeveloped properties. The recovery of costs is
tested by comparing the carrying amount of the oil and natural gas assets to the
reserves report. If the carrying amount exceeds the recoverable amount, then
impairment would be recognized on the amount by which the carrying amount of the
assets exceeds the present value of expected cash flows using proved plus
probable reserves and expected future prices and costs. At November 30, 2010 the
Company recorded an impairment of Nil (August 31, 2010 - $54,630).
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.
Transportation
Costs
paid by the Company for the transportation of natural gas, crude oil and natural
gas liquids from the wellhead to the point of title transfer are recognized when
the transportation is provided.
7
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(Formerly: Eugenic Corp.)
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Notes
to the Unaudited Consolidated Financial Statements
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For
the Three Months Ended November 30, 2010
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(Expressed
in Canadian Dollars)
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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.
Foreign
Currencies
Monetary
assets and liabilities denominated in currencies other than Canadian dollars are
translated at exchange rates in effect at the balance sheet date. Non-monetary
items are translated at historical rates. 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.
Marketable
Securities
At each
financial reporting period, the Company estimates the fair value of investments
which are held-for-trading, based on quoted closing bid prices at the
consolidated balance sheet dates or the closing bid price on the last day the
security traded if there were no trades at the consolidated balance sheet dates
and such valuations are reflected in the consolidated financial statements. The
resulting values for unlisted securities whether of public or private issuers,
may not be reflective of the proceeds that could be realized by the Company upon
their disposition. The fair value of the securities at November 30, 2010 was $1
(August 31, 2010 - $1)
Financial
Instruments
All
financial instruments are recorded initially at estimated fair value on the
balance sheet and classified into one of five categories: held for trading, held
to maturity, available for sale, loans and receivables and other liabilities.
Cash and cash equivalents, and marketable securities are classified as held for
trading and measured at estimated fair value. Accounts receivable and due from
related party are classified as loans and receivables and measured at amortized
cost. Accounts payable, loan payable, shareholder loans and secured notes
payable are classified as other liabilities and measured at amortized
cost.
The
Company does not enter into derivative contracts (commodity price, interest rate
or foreign currency) in order to manage risk. The Company does not utilize
derivative contracts for speculative purposes, has not designated any derivative
contracts as hedges, and has not recorded any assets or liabilities as a result
of embedded derivatives.
The
estimated fair value of cash and cash equivalents, accounts receivable and
accounts payable approximate their carrying amounts due to their short terms to
maturity.
Cash
and cash equivalents
Cash and
cash equivalents include bank accounts, trust accounts, and term deposits with
maturities of less than three months.
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.
8
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(Formerly: Eugenic Corp.)
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Notes
to the Unaudited Consolidated Financial Statements
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For
the Three Months Ended November 30, 2010
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(Expressed
in Canadian Dollars)
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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 3831 (“Non-monetary Transactions”) of the Canadian
Institute of Chartered Accountants Handbook (“CICA Handbook”).
Stock-Based
Compensation
The
Company has a stock-based compensation plan. Any consideration
received on the exercise of stock options or sale of stock is credited to share
capital. The Company records compensation expense and credits contributed
surplus for all stock options granted. Stock options granted during the year are
accounted for in accordance with the fair value method of accounting for
stock-based compensation. The fair value for these options is estimated at the
date of grant using the Black-Scholes option pricing model.
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.
Warrants
When the
Company issues units under a private placement comprising common shares and
warrants, the Company follows the relative fair value method of accounting for
warrants attached to and issued with common shares of the Company. Under this
method, the fair value of warrants issued is estimated using a Black-Scholes
option price model. The fair value is then related to the total of the net
proceeds received on issuance of the common shares and the fair value of the
warrants issued therewith. The resultant relative fair value is allocated to
warrants from the net proceeds and the balance of the net proceeds is allocated
to the common shares issued.
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3.
|
Change
in Accounting Policy and Future Accounting
Changes
|
(a) EIC
Credit Risk
In
January 2009, the CICA’s EIC concluded that an entity’s own credit risk and the
credit risk of the counterparty should be taken into account in determining the
fair value of financial assets and financial liabilities, including derivative
instruments. The application of incorporating credit risk into the fair value
should result in entities re-measuring the financial assets and financial
liabilities as at the beginning of the period of adoption. This abstract should
be applied retrospectively without restatement of prior periods to all financial
assets and liabilities measured at fair value in interim and annual financial
statements for periods ending on or after
January 20, 2009. Retrospective application with restatement of prior periods is
also permitted. The adoption of this standard did not impact the financial
position or results of operations of the Company.
(b)
Financial Instruments – Disclosures
In June
2009, the Canadian Accounting Standards Board (“AcSB”) issued the amendments to
CICA Handbook Section 3862, Financial Instruments - Disclosures, which reflect
the corresponding amendments made by the International Accounting Standards
Board to IFRS 7, Financial Instruments: Disclosures, in March 2009. The
amendments require that all financial instruments measured at fair value be
presented into one of the three hierarchy levels set forth below for disclosure
purposes. Each level is based on the transparency of the inputs used to measure
the fair value of assets and liabilities.
9
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|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
(i) Level
1: Inputs are unadjusted quoted prices of identical instruments in active
markets.
(ii)
Level 2: Valuation models which utilize predominately observable market
inputs.
(iii)
Level 3: Valuation models which utilize predominately non-observable market
inputs.
The
classification of a financial instrument in the hierarchy is based upon the
lowest level of input that is significant to the measurement of fair value. The
amendments to Section 3862 also require additional disclosure relating to the
liquidity risk associated with financial instruments. The amendments improve
disclosure of financial instruments specifically as it relates to fair value
measurements and liquidity risk. The adoption of the amendments did not impact
the Company’s financial position or results of operations.
All
financial instruments of the Company are classified under level 1 of the
financial instrument hierarchy.
(c)
Goodwill and Intangible Assets
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.
(d)
General Standard of Financial Statement Presentation
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.
(e)
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.
10
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|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
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 unaudited consolidated financial statements under
IFRS including comparative information for the period ending November 30,
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 and includes
two geographic areas, Canada and the United States. The accounting policies
applied to Eagleford’s operating segments are the same as those described in the
summary of significant accounting policies.
Geographic
information:
The
following is segmented information the period ended November 30, 2010 and
2009:
|
November 30, 2010
|
November 30, 2009
|
|||||||||||||||
|
Interest and other
income
|
Net income
(loss)
|
Interest and other
income
|
Net income
(loss)
|
|||||||||||||
|
Canada
|
$ | - | $ | (59,442 | ) | $ | 30 | $ | (80,299 | ) | ||||||
|
United
States
|
- | (39,550 | ) | - | - | |||||||||||
|
Total
|
$ | - | $ | (98,992 | ) | $ | 30 | $ | (80,299 | ) | ||||||
The
following is segmented information as at November 30, 2010 and August 31,
2010:
|
As at November 30, 2010
|
As at August 31, 2010
|
|||||||||||||||
|
Oil and gas
interests
|
Other assets
|
Oil and gas
interests
|
Other assets
|
|||||||||||||
|
Canada
|
$ | 308,258 | $ | 116,423 | $ | 314,000 | $ | 68,141 | ||||||||
|
United
States
|
7,336,875 | 263,638 | 5,695,290 | 30,021 | ||||||||||||
|
Total
|
$ | 7,645,133 | $ | 380,061 | $ | 6,009,290 | $ | 98,162 | ||||||||
11
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|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
|
5.
|
Marketable
Securities
|
|
November 30, 2010
|
||||
|
Investments
in quoted companies (market value $1 (August 31, 2010- $1)
|
$ | 1 | ||
|
6.
|
Oil
and Gas Interests
|
|
November 30, 2010
|
||||
|
Developed-Alberta,
Canada
|
||||
|
Net
book value at August 31, 2010
|
$ | 314,000 | ||
|
Depletion
|
(5,742 | ) | ||
|
Total
developed, Alberta Canada
|
308,258 | |||
|
Undeveloped-Texas
USA
|
||||
|
Net
book value at August 31, 2010
|
5,695,290 | |||
|
Exploration
expenditures
|
1,627,606 | |||
|
Estimated
asset retirement obligation
|
13,979 | |||
|
Total
undeveloped, Texas, USA
|
7,336,875 | |||
|
Total
developed and undeveloped
|
$ | 7,645,133 | ||
Alberta,
Canada
The
Company 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.
Mathews
Lease, Zavala County, Texas, USA
On June
14, 2010, Eagleford acquired a 10% working interest before payout and a 7.5%
working interest after payout of production revenue of $15 million in a mineral
lease comprising approximately 2,629 gross acres of land in Zavala County, Texas
(the “Matthews Lease”) for consideration of $212,780.
On August
31, 2010 the Company acquired all of the issued and outstanding membership
interests of Dyami Energy an exploration stage company and as such its unproved
properties are not included in the costs subject to depletion. The
Company’s unproved oil and gas properties include its interests in the Matthews
Lease and the Murphy Lease.
Dyami
Energy holds a 75% working interest before payout and a 61.50% working interest
after payout of production revenue of $12.5 million in the Matthews
Lease.
The
royalties payable under the Matthews Lease are 25%.
Dyami
Energy acquired its interest in the Matthews Lease through a Purchase and Sale
Agreement dated effective February 23, 2010 (the “Agreement”). Under the terms
of the Agreement, Dyami Energy has the following commitments:
|
(a)
|
On
or before August 23, 2010 Dyami Energy shall commence operations to drill
an Initial Test Well on Matthews Lease to a depth of not less than 3,000
feet below the surface or to the base of the San Miguel “D”
formation;
|
|
(b)
|
On
or before July 8, 2011, Dyami Energy shall commence operations to perform
an injection operation (by use of steam, nitrogen or other) in the San
Miguel formation on the Initial Test Well or any other well located on the
Matthews Lease or, all of the interest acquired by Dyami Energy in the
Matthews Lease shall be forfeited without further
consideration;
|
|
(c)
|
On
or before January 1, 2011, Dyami Energy shall commence a horizontal well
to test the Eagle Ford Shale formation with a projected lateral length of
not less than 2,500 feet (the “Second Test
Well”).
|
12
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
Dyami
Energy’s 15% working interest partner in the Matthews Lease has an obligation to
participate in each ofthe operations provided for in (a), (b) and (c) above and
if the partner fails to bear its share of the costs of such operations, the
partner shall forfeit its interest in and to the well and the applicable spacing
unit.
In August
2010, Dyami Energy commenced operations to drill its Dyami/Matthews #1-H well on
the Matthews Lease to a measured depth of 8,563 feet, of which 5,114 feet was
vertical depth into the Del Rio formation. The well was whipstocked at the top
of the Austin Chalk formation and drilled with an 800 foot curve and extended
horizontally 3,300 feet into the Eagle Ford shale formation and accordingly
Dyami Energy satisfied (a) and (c) above.
The
Dyami/Matthews #1-H well was logged and 36 sidewall cores were taken from 4 key
formations, the San Miguel, the Austin Chalk, the Eagle Ford and the Buda. The
logs were interpreted by Weatherford International Ltd and the sidewall cores
were analyzed by Core Laboratories and Weatherford and based on those results
the Company is formulating a detailed frac design and completion plan
for the Dyami/Matthews #1 H well.
Dyami
Energy is the designated operator under the provisions of the Matthews Lease
Operating Agreement.
The
Matthews Oil and Gas Lease has a primary term of three years commencing April
12, 2008, unless commercial production is established from a well or lands
pooled therewith or the lessee is then engaged in actual drilling or reworking
on any well within 90 days thereafter. The lease shall remain in force so long
as the drilling or reworking is processed without cessation of more than 90
days. The lease requires that such operations be continuous, without
cessation of more than ninety days, and if production is established, then the
lease will continue. If the lessee has completed a well as a producer or
abandoned a well within forty-five days prior to the expiration of the primary
term, the lessee may extend the lease by commencing a well within ninety days
following the end of the primary term.
Murphy
Lease, Zavala County, Texas, USA
Dyami
Energy holds a 100% working interest in a mineral lease comprising approximately
2,637 acres of land in Zavala County, Texas (the “Murphy Lease”) subject to a
10% carried interest on the drilling costs from surface to base of the Austin
Chalk formation, and a 3% carried interest on the drilling costs from the top of
the Eagle Ford shale formation to basement on the first well drilled into a
serpentine plug and for the first well drilled into a second serpentine plug, if
discovered. Thereafter Dyami Energy’s working interests range from 90% to 97%.
The royalties payable under the Murphy Lease are 25%.
Dyami
Energy acquired its interest in the Murphy Lease through an Assignment Agreement
dated effective February 3, 2010 (the “Assignment Agreement”). The Murphy Oil
and Gas Mineral Lease (“Mineral Lease Agreement’) has a primary term of three
years commencing on February 2, 2010. Under the terms of the Assignment
Agreement and the Mineral Lease Agreement, Dyami Energy has the following
commitments:
|
a)
|
to
commence drilling (spud) a well to a depth to sufficiently test the Eagle
Ford Shale formation by August 3, 2010 or pay a lease delay payment of US
$25 per acre or US$65,925 in the aggregate (paid July 28, 2010) to extend
the period to commence drilling for 180 days to January 30, 2011 or Dyami
Energy shall be required to release and re-assign its rights in the Murphy
Lease.
|
|
b)
|
During
the development of the Murphy Lease, Dyami Energy is required to commence
drilling a well within 180 days, or otherwise release and re-assign its
rights to the Murphy Lease, but excluding the unit acreage area it has
already drilled and earned. Likewise, if a producing well
ceases to produce, and such well is not timely re-worked or re-drilled
within a six month period, Dyami Energy shall also be required to release
and re-assign its rights to the Murphy
Lease.
|
13
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
|
c)
|
Three
years after the cessation of continuous drilling, all rights below the
deepest producing horizon in each unit then being held by production,
shall be released and re-assigned to the Lessor, unless the drilling of
another well has been proposed on said unit, approved in writing by
Lessor, and timely commenced (see Note 15 Subsequent
Events).
|
As of
November 30, 2010, all of Company’s investments in oil and gas properties
located within the United States are contained in one cost center. As
no proven reserves related to these properties have been identified, the
properties are classified as “exploratory prospects” and are not currently
subject to depletion and amortization.
|
7.
|
Asset Retirement
Obligation
|
The
Company’s asset retirement obligations result from net ownership interests in
petroleum and natural gas assets including well sites, gathering systems and
processing facilities. The Company estimates the total undiscounted amount of
cash flow required to settle its asset retirement obligations at November 30,
2010 was approximately $11,892 which will be incurred between fiscal 2011 and
2026 (August 31, 2010 $8,568). A credit-adjusted risk-free rate of 1.83 percent
and an annual inflation rate of 2 percent were used to calculate the future
asset retirement obligation.
|
Amount
|
||||
|
Balance,
August 31, 2010
|
$ | 3,907 | ||
|
Accretion
expense
|
139 | |||
|
Additions
|
13,979 | |||
|
Balance,
November 30, 2010
|
$ | 18,025 | ||
|
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
August 31, 2010
|
29,751,026 | $ | 3,817,184 | |||||
|
Exercise
of warrants (note a)
|
1,100,000 | 103,400 | ||||||
|
Balance
November 30, 2010
|
30,851,026 | $ | 3,920,584 | |||||
(a) During
the three month period ended November 30, 2010, 500,000 common share purchase
warrants were exercised at $0.07 expiring February 5, 2014 for proceeds of
$35,000 and 600,000 common share purchase warrants were exercised at $0.07
expiring February 27, 2014 for proceeds of $42,000. The amount allocated to
warrants based on relative fair value using Black Scholes model was
$26,400.
The
following table summarizes the changes in warrants for the three month period
ended November 30, 2010:
|
2010
|
||||||||
|
Warrants
|
Number of Warrants
|
Weighted Average Price
|
||||||
|
Outstanding
August 31, 2010
|
16,445,053 | $ | 0.22 | |||||
|
Exercised
(note a)
|
(1,100,000 | ) | 0.07 | |||||
|
Cancelled
(note b)
|
(36,430 | ) | US$ | 1.00 | ||||
|
Cancelled
(note b)
|
(18,215 | ) | US$ | 1.50 | ||||
|
Outstanding
November 30, 2010
|
15,290,408 | $ | 0.23 | |||||
14
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
(b) On
November 5, 2010, the Company terminated the agreement dated June 10, 2010 with
Gar Wood Securities, LLC (“Gar Wood”) to act as Investment Banker/Financial
Advisor to the Company for a period of two years. As a result 36,430 warrants
were cancelled out of the 333,333 warrants issued, exercisable at $1.00 expiring
December 10, 2011 and 18,215 warrants were cancelled out of the 166,667 warrants
issued exercisable at $1.50 expiring June 10, 2012. The amount allocated to
warrants based on relative fair value using Black Scholes model was $23,315 and
$12,204 respectively.
The
following table summarizes the outstanding warrants as at November 30,
2010:
|
Number of
Warrants
|
Exercise
Price
|
Expiry
Date
|
Warrant Value ($)
|
||||||||
| 2,575,000 | $ | 0.20 |
April
14, 2011
|
$ | 100,875 | ||||||
| 1,000,256 | $ | 0.07 |
February
25, 2014
|
24,006 | |||||||
| 9,560,564 | $ | 0.07 |
February
27, 2014
|
229,453 | |||||||
| 296,903 | US$ | 1.00 |
December
10, 2011
|
191,057 | |||||||
| 148,452 | US$ | 1.50 |
June
10, 2012
|
99,935 | |||||||
| 1,709,233 | US$ | 1.00 |
August
31, 2014
|
1,388,833 | |||||||
| 15,290,408 | $ | 2,034,159 | |||||||||
The fair
value of the warrants was estimated on the date of issue using the Black-Scholes
pricing model.
|
Weighted Average Shares Outstanding
|
November 30, 2010
|
November 30, 2009
|
||||||
|
Weighted
average shares outstanding, basic
|
30,657,619 | 21,026,618 | ||||||
|
Dilutive
effect of warrants
|
15,531,855 | 13,146,371 | ||||||
|
Weighted
average shares outstanding, diluted
|
46,189,474 | 34,172,989 | ||||||
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
Contributed
surplus transactions for the respective periods are as follows:
|
Amount
|
||||
|
Balance,
August 31, 2010
|
$ | 43,750 | ||
|
Imputed
interest (see Note 9 Related Party Transactions)
|
1,434 | |||
|
Balance,
November 30, 2010
|
$ | 45,184 | ||
|
9.
|
Related
Party Transactions and Balances
|
The
following transactions with individuals related to the Company 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.
15
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
For the
three months ended November 30, 2010 the Company paid management fees to the
former President, Sandra Hall of $ Nil (November 30, 2009 $7,500).
At
November 30, 2010 the Company has a secured note payable to Source Re Work
Program, Inc. (“Source”) in the amount of US$175,000 (CDN$179,620). Eric Johnson
is the President of Source, the Vice President of Operations for Dyami Energy
and a shareholder of the Company. At November 30, 2010 accrued interest of
CDN$2,239 is included in accounts payable. During the three months ended
November 30, 2010 the Company received CDN$1,325 from Source for expenditures
relating to the Matthews Lease.
At
November 30, 2010 the Company has a secured promissory note in the amount of $
US$960,000 (CDN$985,344) payable to Benchmark Enterprises LLC
(“Benchmark`”). Benchmark is a shareholder of the Company. For the
period ended November 30, 2010 accrued interest payable to Benchmark of
CDN$14,740 was recorded. At November 30, 2010 interest payable to Benchmark in
the amount of CDN$40,656 is included in accounts payable.
At
November 30, 2010 included in accounts payable is $88,877 due to Gottbetter
& Partners LLP for legal fees. Gottbetter Capital Group, Inc. is a
shareholder of the Company. Adam Gottbetter is sole owner of Gottbetter &
Partners LLP and Gottbetter Capital Group, Inc.
The loan
payable in the amount of $57,500 is due to a shareholder and is unsecured,
non-interest bearing and repayable on demand. At November 30, 2010 interest was
imputed at a rate of 10% per annum and interest of $1,434 was included in
contributed surplus.
During
the three month period ended November 30, 2010, the Company received $1,180,360
(US$1,150,000) and $149,000 and issued promissory notes to four shareholders.
The notes are payable on demand and bear interest at 10% per annum. Interest is
payable annually on the anniversary date of the notes. At November 30, 2010
accrued interest of CDN$14,915 is included in accounts payable.
During
the three month period ended November 30, 2010, Company received US$300,000
(CDN$307,920) and issued a promissory note to the President of the Company. The
note is due on demand and bears interest at 10% per annum. Interest
is payable annually on the anniversary date of the note. At November 30, 2010
accrued interest of CDN$4,640 is included in accounts payable. At November 30,
2010 included in accounts payable is $2,804 due to the President for
expenditures paid on behalf of the Company.
|
10.
|
Loan
Payable
|
The loan
payable in the amount of $110,000 is due to an arms’ length party and is
unsecured, non-interest bearing and repayable on demand.
|
11.
|
Secured
Notes Payable
|
Current
At
November 30, 2010, the Company has US$175,000 (CDN$179,620), 5% per annum
secured promissory note payable to Source Re-Work Program Inc. (August 31, 2010
CDN$186,183). US$100,000 of principal together with accrued interest
is due and payable on February 28, 2011 and US$75,000 of principal together with
accrued interest is due and payable on August 31, 2011. At November 30, 2010
accrued interest of CDN$2,239 is included in accounts payable. The note is
secured by the Company’s 10% working interest in the Matthews Lease, Zavala
County, Texas. The Company may, in its sole discretion, prepay any
portion of the principal amount.
16
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
Long
Term
At
November 30, 2010 the Company has US$960,000 (CDN$985,344), 6% per annum secured
promissory note payable to Benchmark Enterprises LLC (August 31, 2010
CDN$1,201,344). The note is payable on December 31, 2011 or upon the Company
closing a financing or series of financings in excess of US$4,500,000. For the period ended
November 30, 2010 accrued interest payable to Benchmark of CDN$14,740 was
recorded. At November 30, 2010 interest payable to Benchmark in the amount of
CDN$40,656 is included in accounts payable. The note is secured by Dyami
Energy’s 75% working interest in the Matthews Lease and the Company’s 100%
working interest in the Murphy Lease, Zavala County, Texas. The Company may, in
its sole discretion, prepay any portion of the principal amount.
|
12.
|
Seasonality
and Trend Information
|
The
Company’s oil and gas operations is not a seasonal business, but increased
consumer demand or changes in supply in certain months of the year can influence
the price of produced hydrocarbons, depending on the circumstances. Production
from the Company’s oil and gas properties is the primary determinant for the
volume of sales during the year.
The level
of activity in the oil and gas industry is influenced by seasonal weather
patterns. Wet weather and spring thaw may make the ground unstable.
Consequently, municipalities and provincial transportation departments enforce
road bans that restrict the movement of rigs and other heavy equipment, thereby
reducing activity levels. Also, certain oil and gas properties are located in
areas that are inaccessible except during the winter months because of swampy
terrain and other areas are inaccessible during certain months of year due to
deer hunting season. Seasonal factors and unexpected weather patterns may lead
to declines in exploration and production activity and corresponding declines in
the demand for the goods and services of the Company.
The
impact on the oil and gas industry from commodity price volatility is
significant. During periods of high prices, producers conduct active exploration
programs. 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.
The
economic impact that the Kyoto Protocol and other environmental initiatives will
have on the sector and changes relating to Alberta government royalty programs
implemented along with the New Royalty Framework will vary company to company
and the amount and degree of these impacts have yet to be
determined.
|
12.
|
Financial
Instruments and Risk Factors
|
The
Company is exposed to financial risk, in a range of financial instruments
including cash, accounts receivable 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.
17
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|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
The fair
value of financial instruments at November 30, 2010 and August 31, 2010 is
summarized as follows:
|
November 30, 2010
|
August 31,2010
|
|||||||||||||||
|
Amount
|
Fair Value
|
Amount
|
Fair Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 273,034 | $ | 273,034 | $ | 43,776 | $ | 43,776 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Accounts
receivable
|
$ | 107,026 | $ | 107,026 | $ | 53,060 | $ | 53,060 | ||||||||
|
Due
from related party
|
$ | - | $ | - | $ | 1,325 | $ | 1,325 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 853,725 | $ | 843,725 | $ | 488,741 | $ | 488,741 | ||||||||
|
Loan
payable
|
$ | 110,000 | $ | 110,000 | $ | 110,000 | $ | 110,000 | ||||||||
|
Shareholder
loans
|
$ | 1,694,780 | $ | 1,531,052 | $ | 57,500 | $ | 57,500 | ||||||||
|
Secured
notes payable
|
$ | 1,164,964 | $ | 1,096,862 | $ | 1,207,527 | $ | 1,145,289 | ||||||||
Credit
Risk
Credit
risk is the risk of a financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual obligation
and arises principally from joint venture partners and natural gas and oil
marketers. The Company is exposed to credit risk in respect to its cash and cash
equivalents and accounts receivable.
Cash and
cash equivalents are held in operating accounts with highly rated Canadian banks
and therefore the Company considers these assets to have negligible credit
risk.
A) Receivables
from petroleum and natural gas marketers are normally collected on the 25thday of
the month following production. The Company historically has not experienced any
collection issues with its petroleum and natural gas marketers. Joint venture
receivables are typically collected in one to three months of the joint venture
bill being issued to the partner. The Company attempts to mitigate the risk from
joint venture receivables by obtaining partner approval of significant capital
expenditures prior to the expenditure. However, the receivables are from
participants in the petroleum and natural gas sector, and collection of the
outstanding balances is dependent on industry factors such as commodity price
fluctuations, escalating costs and the risk of unsuccessful drilling. In
addition, a further risk exists with joint venture partners, such as
disagreements, that increase the potential for non-collection. The Company does
not typically obtain collateral from petroleum and natural gas marketers or
joint venture partners; however, the Company does have the ability to withhold
information and production from joint venture partners in the event of
non-payment.
As at
November 30, 2010 the Company’s accounts receivable was $107,026 (August 31,
2010 $53,060) of which $27,089 is due from government agencies (August 31, 2010
$23,935), $5,698 is due from a gas marketer (August 31, 2010 $5,797) $44,275 is
due from a joint venture partner (August 31, 2010 $15,391) and the balance of
$29,964 is due from other trade receivables (August 31, 2010
$7,937).
The
carrying amount of cash and cash equivalents and accounts receivable represents
the Company’s maximum credit exposure.
18
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|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
As at
November 30, 2010 and August 31, 2010 the Company’s accounts receivable is aged
as follows:
|
November 30, 2010
|
August 31, 2010
|
|||||||
|
Current
(less than 90 days)
|
$ | 61,832 | $ | 36,789 | ||||
|
Past
due (more than 90 days)
|
45,194 | 16,271 | ||||||
|
Total
|
$ | 107,026 | $ | 53,060 | ||||
Liquidity
Risk
Liquidity
risk includes the risk that, as a result of the Company’s operational liquidity
requirements:
|
-
|
The
Company will not have sufficient funds to settle their obligations or
other transactions on the date they come
due;
|
|
-
|
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’s operating cash requirements including amounts projected to complete
the Company’s existing capital expenditure program are continuously monitored
and adjusted as input variables change. These variables include but are not
limited to, shareholder loans, oil and natural gas production from existing
wells, results from new wells drilled, commodity prices, cost overruns on
capital projects and regulations relating to prices, taxes, royalties, land
tenure, allowable production and availability of markets. These variables create
liquidity risk which has necessitated the need to raise financing to meet
capital and operating cash-flow needs. The Company has liquidity risk which
necessitates the Company to obtain debt financing, enter into joint venture
arrangements, or raise equity. There is no assurance the Company will be able to
obtain the necessary financing in a timely manner.
The
following table illustrates the contractual maturities of financial
liabilities:
|
November 30, 2010
|
Payments Due by Period
|
|||||||||||||||||||
|
Total
|
Less than
1 year
|
1-3 years
|
4-5 years
|
After
5 years
|
||||||||||||||||
|
Accounts
payable
|
$ | 853,725 | $ | 853,725 | - | - | - | |||||||||||||
|
Loan
payable
|
110,000 | 110,000 | - | - | - | |||||||||||||||
|
Secured
notes payable (1)
|
1,164,964 | 179,620 | $ | 985,344 | - | - | ||||||||||||||
|
Shareholders
loans (1)
|
1,694,780 | 1,694,780 | - | - | - | |||||||||||||||
|
Asset
retirement obligation
|
18,025 | - | - | - | $ | 18,025 | ||||||||||||||
|
Total
contractual obligations
|
$ | 3,841,494 | $ | 2,838,125 | $ | 985,344 | - | $ | 18,025 | |||||||||||
|
August 31, 2010
|
Payments Due by Period
|
|||||||||||||||||||
|
Total
|
Less than
1 year
|
1-3 years
|
4-5 years
|
After
5 years
|
||||||||||||||||
|
Accounts
payable
|
$ | 488,741 | $ | 488,741 | - | - | - | |||||||||||||
|
Loan
payable
|
110,000 | 110,000 | - | - | - | |||||||||||||||
|
Secured
notes payable (1)
|
1,207,527 | 186,183 | $ | 1,021,344 | - | - | ||||||||||||||
|
Due
to shareholder
|
57,500 | 57,500 | - | - | - | |||||||||||||||
|
Asset
retirement obligation
|
3,907 | - | - | - | $ | 3,907 | ||||||||||||||
|
Total
contractual obligations
|
$ | 1,867,675 | $ | 842,424 | $ | 1,021,344 | - | $ | 3,907 | |||||||||||
(1) Translated
at current exchange rate.
19
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
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.
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.
Recent
market events and conditions, including disruptions in the international credit
markets and other financial systems and the deterioration of global economic
conditions, have caused significant volatility to commodity prices. These
conditions worsened in 2008 and continued in 2009, causing a loss of confidence
in the broader U.S. and global credit and financial markets and resulting in the
collapse of, and government intervention in, major banks, financial institutions
and insurers and creating a climate of greater volatility, less liquidity,
widening of credit spreads, a lack of price transparency, increased credit
losses and tighter credit conditions. Notwithstanding various actions by
governments, concerns about the general condition of the capital markets,
financial instruments, banks, investment banks, insurers and other financial
institutions caused the broader credit markets to further deteriorate and stock
markets to decline substantially. These factors have negatively impacted company
valuations and may impact the performance of the global economy going forward.
Although economic conditions improved towards the latter portion of 2009, as
anticipated, the recovery from the recession has been slow in various
jurisdictions including in Europe and the United States and has been impacted by
various ongoing factors including sovereign debt levels and high levels of
unemployment which continue to impact commodity prices and to result in high
volatility in the stock market.
|
(i)
|
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 period ended November 30, 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:
20
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
|
November 30, 2010
|
November 30, 2009
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 18,809 | $ | 15,389 | $ | 28,884 | $ | 23,632 | ||||||||
|
Net
loss
|
$ | (97,282 | ) | $ | (100,702 | ) | $ | (77,673 | ) | $ | (82,925 | ) | ||||
|
(ii)
|
Foreign
Exchange Risk
|
The
Company is exposed to the financial risk related to the fluctuation of foreign
exchange rates 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.
The
Company operates in Canada and the United States and a portion of its expenses
are incurred in United States dollars. A significant change in the currency
exchange rates between the CDN dollar relative to US dollar could have an effect
on the Company’s results of operations, financial position or cash flows. The
Company believes that a change in the exchange rate could be reasonably possible
within the next reporting period. A 5% change would give rise to a change in net
loss and comprehensive loss at November 30, 2010 of approximately
$4,950.
The
Company is exposed to currency risk through the following assets and liabilities
denominated in US$ at November 30, 2010 and August 31, 2010.
|
November 30, 2010
|
August 31, 2010
|
|||||||
|
Financial Instrument
|
US$
|
US$
|
||||||
|
Cash
and cash equivalents
|
$ | 184,517 | $ | 5,046 | ||||
|
Accounts
receivable
|
59,096 | 21,926 | ||||||
|
Due
from related party
|
- | 1,245 | ||||||
|
Accounts
payable
|
480,393 | 198,015 | ||||||
|
Shareholder
loans
|
1,450,000 | - | ||||||
|
Secured
notes payable
|
1,135,000 | 1,135,000 | ||||||
|
Total
US$
|
3,309,006 | $ | 1,361,232 | |||||
|
CDN
dollar equivalent at period end
|
$ | 3,396,364 | $ | 1,448,215 | ||||
|
(iii)
|
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 majority of the Company’s debt is in fixed rate secured
notes payable. As at November 30, 2010 the Company did not have any interest
rate hedges.
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.
|
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. In order to maintain or adjust capital
structure the Company may from time to time issue equity, issue debt, adjust its
capital spending and sell assets to manage current and projected debt levels.
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.
21
![]() |
|
|
(Formerly: Eugenic Corp.)
|
|
Notes
to the Unaudited Consolidated Financial Statements
|
|
For
the Three Months Ended November 30, 2010
|
|
(Expressed
in Canadian Dollars)
|
As at
November 30, 2010 and August 31, 2010 the Company considers its capital
structure to include the following:
|
November 30, 2010
|
August 31, 2010
|
|||||||
|
Shareholders’
equity
|
$ | 4,183,700 | $ | 4,239,777 | ||||
|
Long
term debt
|
(1,003,370 | ) | (1,025,251 | ) | ||||
|
Working
capital deficiency
|
(2,458,064 | ) | (744,262 | ) | ||||
| $ | 722,266 | $ | 2,470,264 | |||||
Management
reviews its capital management approach on an ongoing basis and believes that
this approach, given the relative size of the Company, is
reasonable.
There
were no changes in the Company’s capital management during the period ended
November 30, 2010.
The
Company is not subjected to any externally imposed capital
requirements.
|
14.
|
Contractual
Obligations and Commitments
|
The
Company has development commitments on its Mathews Lease and Murphy Lease in
order to keep the leases in good standing (see Note 6 Oil and Gas
Interests).
|
15.
|
Subsequent
Events
|
On
January 20, 2011 the Company spud its 100% working interest Murphy/Dyami #1H
test well on its 2,637 gross acre Murphy Lease located in Zavala County,
Texas.
Subsequent
to November 30, 2010, the Company received US$610,000 and issued promissory
notes to four shareholders. The notes are payable on demand and bear interest at
10% per annum. Interest is payable annually on the anniversary date of the
notes.
|
16.
|
Non-Cash
Transactions
|
The
following table summarizes the non-cash transactions for the three months ended
November 30, 2010 and 2009:
|
2010
|
2009
|
|||||||
|
Imputed
interest
|
1,434 | - | ||||||
|
Warrants
cancelled
|
(35,519 | ) | - | |||||
|
17.
|
Comparative
Figures
|
Certain
comparative figures have been reclassified to conform to the presentation
adopted in 2010.
22
ITEM 2

(Formerly:
Eugenic Corp.)
Management’s
Discussion and Analysis
of
Financial Condition and Operating Results
For the
period ended
November
30, 2010
(Expressed
in Canadian Dollars)
1 King Street West, Suite 1505, Toronto, ON, Canada Telephone: 416 364
4039, Facsimile: 416 364-8244
23
![]() |
|
(Formerly: Eugenic Corp.)
|
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 November 30, 2010 and the Audited Consolidated
Financial Statements for the years ended August 31, 2010 and 2009 and notes
thereto stated in Canadian dollars. The results herein have been prepared in
accordance with Canadian Generally Accepted Accounting Principles
(“GAAP”). This Management’s Discussion and Analysis is dated January
21, 2011 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).
Certain
measures in this Management Discussion and Analysis of Financial Condition and
Operating Results do not have any standardized meaning as prescribed by Canadian
generally accepted accounting principles such as netback and other production
figures and therefore are considered non-GAAP measures. Therefore these measures
may not be comparable to similar measures presented by other issuers. These
measures have been described and presented in order to provide shareholders and
potential investors with additional information regarding the Company’s
liquidity and its ability to generate funds to finance its
operations.
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.
24
![]() |
|
(Formerly: Eugenic Corp.)
|
The
following table sets forth certain standard conversions between Standard
Imperial Units and the International System of units (or metric
units).
|
To Convert From
|
To
|
Multiply By
|
||
|
Mcf
|
Cubic
metres
|
28.317
|
||
|
Cubic
metres
|
Cubic
feet
|
35.494
|
||
|
Bbls
|
Cubic
metres
|
0.159
|
||
|
Cubic
metres
|
Bbls
|
6.292
|
||
|
Feet
|
Metres
|
0.305
|
||
|
Metres
|
Feet
|
3.281
|
||
|
Miles
|
Kilometers
|
1.609
|
||
|
Kilometers
|
Miles
|
0.621
|
||
|
Acres
(Alberta)
|
Hectares
|
0.405
|
||
|
Hectares
(Alberta)
|
|
Acres
|
|
2.471
|
OVERVIEW
Eagleford
Energy Inc. 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.
The
Company’s operations consist of a 0.5% Non Convertible Overriding Royalty in a
natural gas well located in Haynes, Alberta, Canada a 5.1975% working interest
in a natural gas unit located in Alberta, Canada, an 85% working interest before
payout (69% working interest after payout) in Matthews lease comprising 2,629
gross acres of land in Zavala County, Texas. In addition, the Company holds a
100% working interest in the Murphy lease comprising approximately 2,637 acres
of land in Zavala County, Texas subject to a 10% carried interest on the
drilling costs from surface to base of the Austin Chalk formation, and a 3%
carried interest on the drilling costs from the top of the Eagle Ford shale
formation to basement on the first well drilled into a serpentine plug and for
the first well drilled into a second serpentine plug, if discovered.The Company
also 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
November 30, 2010 and 2009 include the accounts of the Company, its wholly owned
subsidiaries 1354166 Alberta Ltd. from the date of acquisition, February 27,
2009 and Dyami Energy from the date of acquisition August 31, 2010.
On
November 12, 2009, the Company’s 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 became Eagleford Energy Inc.
OVERALL
PERFORMANCE
Revenue
for the three months ended November 30, 2010 was down $9,159 to $17,099 compared
to $26,258 for the same period in 2009. The decrease in revenue is attributed to
lower production volumes and lower commodity prices received. Net loss and
comprehensive loss for the three months ended November 30, 2010 was $98,992
compared to $80,299 for the comparable three month period in 2009. The increase
in loss during 2010 was primarily related to increases in administrative
expenditures offset partially offset by an expense recovery and foreign exchange
gains.
25
![]() |
|
(Formerly: Eugenic Corp.)
|
For the
three months ended November 30, 2010 the Company’s cash position increased by
$229,258 to $273,034 compared to cash of $43,776 at August 31, 2010. At November
30, 2010 the Company’s accounts receivable was $107,026 representing an increase
of $53,966 compared to $53,060 at August 31, 2010. For the three months ended
November 30, 2010 current liabilities increased by $1,995,701 to $2,823,385
compared to $842,424 at August 31, 2010. The Company has a working capital
deficiency of $2,458,064 at November 30, 2010
compared to a working capital deficiency of $744,262 at August 31,
2010.
During
the three month period ended November 30, 2010, 1,100,000 common share purchase
warrants were exercised at $0.07 for proceeds of $77,000.
During
the three month period ended November 30, 2010 the Company received US$1,450,000
and CDN$149,000 and issued promissory notes bearing interest at 10% per annum.
Interest is payable annually on the anniversary date of the notes.
Through
Dyami Energy, the Company commenced operations in August 2010 to drill an
initial Eagle Ford shale test well on the Matthews Lease in Zavala County,
Texas. The Matthews/Dyami #1H well was spud in on October 15, 2010 and was
drilled to a measured depth of 8,563, feet which includes a 3,300 foot “in
section” lateral into the Eagle Ford shale formation. A shot point
sleeve was installed in the Eagle Ford shale formation to protect the well bore
and facilitate a multi stage frac completion.
The well
was logged extensively and 36 sidewall cores were taken from 4 key formations in
descending order, the San Miguel, the Austin Chalk, the Eagle Ford and the Buda.
The logs were interpreted by Weatherford International Ltd and the sidewall
cores were analyzed by Core Laboratories and Weatherford and based on those
results the Company is formulating a detailed frac design and
completion plan for the Dyami/Matthews #1 H well. For the three months ended
November 30, 2010 the Company incurred $1,627,606 in expenditures related to the
Matthews/Dyami #1H well.
The
Company expects to apply additional capital to further enhance our property
interests. As part of the Company’s oil and gas development program, management
of the Company anticipates further expenditures to expand its existing portfolio
of proved reserves. Amounts expended on future exploration and development is
dependent on the nature of future opportunities evaluated by the Company. These
expenditures could be funded through cash held by the Company or through cash
flow from operations. Any expenditure which exceeds available cash will be
required to be funded by additional share capital or debt issued by the Company,
or by other means. The Company’s long-term profitability will depend upon its
ability to successfully implement its business plan.
The
Company’s past primary source of liquidity and capital resources has been loans
and advances, cash flow from oil and gas operations and proceeds from the sale
of marketable securities and from the issuance of common shares.
RISK
AND UNCERTAINTIES
The
Company’s producing wells are subject to normal levels of decline and
unavoidable changes in operating conditions in facilities operated by third
parties. There is an existing and available market for the oil and gas produced
from the properties. However, the prices obtained for production are subject to
market fluctuations, which are affected by many factors, including supply and
demand. Numerous factors beyond our control, which could affect pricing
include:
|
·
|
volatility
in market prices for oil and natural
gas;
|
|
·
|
the
level of consumer product demand;
|
|
·
|
weather
conditions;
|
|
·
|
the
foreign supply of oil and gas;
|
|
·
|
the
price of foreign imports; and
|
|
·
|
ability
to raise financing;
|
|
·
|
reliance
on third party operators;
|
|
·
|
ability
to find or produce commercial quantities of oil and natural
gas;
|
|
·
|
liabilities
inherent in oil and natural gas
operations;
|
26
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|
(Formerly: Eugenic Corp.)
|
|
·
|
dilution
of interests in oil and natural gas
properties;
|
|
·
|
general
business and economic conditions;
|
|
·
|
the
ability to attract and retain skilled
staff;
|
|
·
|
uncertainties
associated with estimating oil and natural gas
reserves;
|
|
·
|
competition
for, among other things, financings, acquisitions of reserves, undeveloped
lands and skilled personnel; and
|
|
·
|
government
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, accounts receivable and accounts payable and income taxes
payable and loans payable. The Company manages its exposure to financial risks
by operating in a manner that minimizes its exposure to the extent
practical.
The main
financial risks affecting the Company are discussed below.
The fair
value of financial instruments at November 30, 2010 and August 31, 2010 is
summarized as follows:
|
November 30, 2010
|
August 31,2010
|
|||||||||||||||
|
Amount
|
Fair Value
|
Amount
|
Fair Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Held
for trading
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 273,034 | $ | 273,034 | $ | 43,776 | $ | 43,776 | ||||||||
|
Loans
and receivables
|
||||||||||||||||
|
Accounts
receivable
|
$ | 107,026 | $ | 107,026 | $ | 53,060 | $ | 53,060 | ||||||||
|
Due
from related party
|
$ | - | $ | - | $ | 1,325 | $ | 1,325 | ||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable
|
$ | 853,725 | $ | 843,725 | $ | 488,741 | $ | 488,741 | ||||||||
|
Loan
payable
|
$ | 110,000 | $ | 110,000 | $ | 110,000 | $ | 110,000 | ||||||||
|
Shareholder
loans
|
$ | 1,694,780 | $ | 1,531,052 | $ | 57,500 | $ | 57,500 | ||||||||
|
Secured
notes payable
|
$ | 1,164,964 | $ | 1,096,862 | $ | 1,207,527 | $ | 1,145,289 | ||||||||
Credit
Risk
Credit
risk is the risk of a financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual obligation
and arises principally from joint venture partners and natural gas and oil
marketers. The Company is exposed to credit risk in respect to its cash and cash
equivalents and accounts receivable.
Cash and
cash equivalents are held in operating accounts with highly rated Canadian banks
and therefore the Company considers these assets to have negligible credit
risk.
27
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(Formerly: Eugenic Corp.)
|
Receivables
from petroleum and natural gas marketers are normally collected on the 25thday of
the month following production. The Company historically has not experienced any
collection issues with its petroleum and natural gas marketers. Joint venture
receivables are typically collected in one to three months of the joint venture
bill being issued to the partner. The Company attempts to mitigate the risk from
joint venture receivables by obtaining partner approval of significant capital
expenditures prior to the expenditure. However, the receivables are from
participants in the petroleum and natural gas sector, and collection of the
outstanding balances is dependent on industry factors such as commodity price
fluctuations, escalating costs and the risk of unsuccessful drilling. In
addition, a further risk exists with joint venture partners, such as
disagreements, that increase the potential for non-collection. The Company does
not typically obtain collateral from petroleum and natural gas marketers or
joint venture partners; however, the Company does have the ability to withhold
information and production from joint venture partners in the event of
non-payment.
As at
November 30, 2010 the Company’s accounts receivable was $107,026 (August 31,
2010 $53,060) of which $27,089 is due from government agencies (August 31, 2010
$23,935), $5,698 is due from a gas marketer (August 31, 2010 $5,797) $44,275 is
due from a joint venture partner (August 31, 2010 $15,391) and the balance of
$29,964 is due from other trade receivables (August 31, 2010
$7,937).
The
carrying amount of cash and cash equivalents and accounts receivable represents
the Company’s maximum credit exposure.
As at
November 30, 2010 and August 31, 2010 the Company’s accounts receivable is aged
as follows:
|
November 30, 2010
|
August 31, 2010
|
|||||||
|
Current
(less than 90 days)
|
$ | 61,832 | $ | 36,789 | ||||
|
Past
due (more than 90 days)
|
45,194 | 16,271 | ||||||
|
Total
|
$ | 107,026 | $ | 53,060 | ||||
Liquidity
Risk
Liquidity
risk includes the risk that, as a result of the Company’s operational liquidity
requirements:
|
-
|
The
Company will not have sufficient funds to settle their obligations or
other transactions on the date they come
due;
|
|
-
|
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’s operating cash requirements including amounts projected to complete
the Company’s existing capital expenditure program are continuously monitored
and adjusted as input variables change. These variables include but are not
limited to, shareholder loans, oil and natural gas production from existing
wells, results from new wells drilled, commodity prices, cost overruns on
capital projects and regulations relating to prices, taxes, royalties, land
tenure, allowable production and availability of markets. These variables create
liquidity risk which has necessitated the need to raise financing to meet
capital and operating cash-flow needs. The Company has liquidity risk which
necessitates the Company to obtain debt financing, enter into joint venture
arrangements, or raise equity. There is no assurance the Company will be able to
obtain the necessary financing in a timely manner.
28
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(Formerly: Eugenic Corp.)
|
The
following table illustrates the contractual maturities of financial
liabilities:
|
November 30, 2010
|
Payments Due by Period
|
|||||||||||||||||||
|
Total
|
Less than
1 year
|
1-3 years
|
4-5 years
|
After
5 years
|
||||||||||||||||
|
Accounts
payable
|
$ | 853,725 | $ | 853,725 | - | - | - | |||||||||||||
|
Loan
payable
|
110,000 | 110,000 | - | - | - | |||||||||||||||
|
Secured
notes payable (1)
|
1,164,964 | 179,620 | $ | 985,344 | - | - | ||||||||||||||
|
Shareholders
loans (1)
|
1,694,780 | 1,694,780 | - | - | - | |||||||||||||||
|
Asset
retirement obligation
|
18,025 | - | - | - | $ | 18,025 | ||||||||||||||
|
Total
contractual obligations
|
$ | 3,841,494 | $ | 2,838,125 | $ | 985,344 | - | $ | 18,025 | |||||||||||
|
August 31, 2010
|
Payments Due by Period
|
|||||||||||||||||||
|
Total
|
Less than
1 year
|
1-3 years
|
4-5 years
|
After
5 years
|
||||||||||||||||
|
Accounts
payable
|
$ | 488,741 | $ | 488,741 | - | - | - | |||||||||||||
|
Loan
payable
|
110,000 | 110,000 | - | - | - | |||||||||||||||
|
Secured
notes payable (1)
|
1,207,527 | 186,183 | $ | 1,021,344 | - | - | ||||||||||||||
|
Due
to shareholder
|
57,500 | 57,500 | - | - | - | |||||||||||||||
|
Asset
retirement obligation
|
3,907 | - | - | - | $ | 3,907 | ||||||||||||||
|
Total
contractual obligations
|
$ | 1,867,675 | $ | 842,424 | $ | 1,021,344 | - | $ | 3,907 | |||||||||||
(2)
Translated
at current exchange rate.
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.
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.
Recent
market events and conditions, including disruptions in the international credit
markets and other financial systems and the deterioration of global economic
conditions, have caused significant volatility to commodity prices. These
conditions worsened in 2008 and continued in 2009, causing a loss of confidence
in the broader U.S. and global credit and financial markets and resulting in the
collapse of, and government intervention in, major banks, financial institutions
and insurers and creating a climate of greater volatility, less liquidity,
widening of credit spreads, a lack of price transparency, increased credit
losses and tighter credit conditions. Notwithstanding various actions by
governments, concerns about the general condition of the capital markets,
financial instruments, banks, investment banks, insurers and other financial
institutions caused the broader credit markets to further deteriorate and stock
markets to decline substantially. These factors have negatively impacted company
valuations and may impact the performance of the global economy going forward.
Although economic conditions improved towards the latter portion of 2009, as
anticipated, the recovery from the recession has been slow in various
jurisdictions including in Europe and the United States and has been impacted by
various ongoing factors including sovereign debt levels and high levels of
unemployment which continue to impact commodity prices and to result in high
volatility in the stock market.
29
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|
(Formerly: Eugenic Corp.)
|
|
(j)
|
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 period ended November 30, 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:
|
November 30, 2010
|
November 30, 2009
|
|||||||||||||||
|
Increase 10%
|
Decrease 10%
|
Increase 10%
|
Decrease 10%
|
|||||||||||||
|
Revenue
|
$ | 18,809 | $ | 15,389 | $ | 28,884 | $ | 23,632 | ||||||||
|
Net
loss
|
$ | (97,282 | ) | $ | (100,702 | ) | $ | (77,673 | ) | $ | (82,925 | ) | ||||
|
(ii)
|
Foreign
Exchange Risk
|
The
Company is exposed to the financial risk related to the fluctuation of foreign
exchange rates 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.
The
Company operates in Canada and the United States and a portion of its expenses
are incurred in United States dollars. A significant change in the currency
exchange rates between the CDN dollar relative to US dollar could have an effect
on the Company’s results of operations, financial position or cash flows. The
Company believes that a change in the exchange rate could be reasonably possible
within the next reporting period. A 5% change would give rise to a change in net
loss and comprehensive loss at November 30, 2010 of approximately
$4,950.
The
Company is exposed to currency risk through the following assets and liabilities
denominated in US$ at November 30, 2010 and August 31, 2010.
|
November 30, 2010
|
August 31, 2010
|
|||||||
|
Financial Instrument
|
US$
|
US$
|
||||||
|
Cash
and cash equivalents
|
$ | 184,517 | $ | 5,046 | ||||
|
Accounts
receivable
|
59,096 | 21,926 | ||||||
|
Due
from related party
|
- | 1,245 | ||||||
|
Accounts
payable
|
480,393 | 198,015 | ||||||
|
Shareholder
loans
|
1,450,000 | - | ||||||
|
Secured
notes payable
|
1,135,000 | 1,135,000 | ||||||
|
Total
US$
|
3,309,006 | $ | 1,361,232 | |||||
|
CDN
dollar equivalent at period end
|
$ | 3,396,364 | $ | 1,448,215 | ||||
30
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|
(Formerly: Eugenic Corp.)
|
|
(iv)
|
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 majority of the Company’s debt is in fixed rate secured
notes payable. As at November 30, 2010 the Company did not have any interest
rate hedges.
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.
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. In order to maintain or adjust capital
structure the Company may from time to time issue equity, issue debt, adjust its
capital spending and sell assets to manage current and projected debt levels.
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.
As at
November 30, 2010 and August 31, 2010 the Company considers its capital
structure to include the following:
|
November 30, 2010
|
August 31, 2010
|
|||||||
|
Shareholders’
equity
|
$ | 4,183,700 | $ | 4,239,777 | ||||
|
Long
term debt
|
(1,003,370 | ) | (1,025,251 | ) | ||||
|
Working
capital deficiency
|
(2,458,064 | ) | (744,262 | ) | ||||
| $ | 722,266 | $ | 2,470,264 | |||||
Management
reviews its capital management approach on an ongoing basis and believes that
this approach, given the relative size of the Company, is
reasonable.
There
were no changes in the Company’s capital management during the period ended
November 30, 2010.
The
Company is not subjected to any externally imposed capital
requirements.
RESULTS
OF OPERATIONS
|
Historical
|
For the Three Months Ended
|
|||||||
|
Production
|
November 30, 2010
|
November 30, 2009
|
||||||
|
Natural
gas – mcf/d
|
53 | 78 | ||||||
|
Historical Prices
|
||||||||
|
Natural
gas - $/mcf
|
$ | 3.53 | $ | 3.71 | ||||
|
Royalties
costs - $/mcf
|
$ | 0.64 | $ | 0.69 | ||||
|
Production
costs - $/mcf
|
$ | 3.42 | $ | 3.53 | ||||
|
Net
back - $/mcf
|
$ | (0.53 | ) | $ | (0.51 | ) | ||
|
Operations
|
||||||||
|
Revenue
|
$ | 17,099 | $ | 26,258 | ||||
|
Net
loss and comprehensive loss for the period
|
$ | 98,992 | $ | 80,299 | ||||
|
Net
loss per share
|
$ | 0.003 | $ | 0.004 | ||||
31
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|
(Formerly: Eugenic Corp.)
|
Production
Volume
For the
three months ended November 30, 2010 average natural gas sales volumes increased
to 53 mcf/d compared to 78 mcf/d for the comparable period in 2009. The decrease
in average sales volumes was primarily attributed to natural production declines
from the Company’s Botha, Alberta property. Production volume for the three
months ended November 30, 2010 was 4,838 mcf compared to 7,077 mcf for the
comparable period in 2009.
Commodity
Prices
For the
three months ended November 30, 2010 average natural gas prices received per mcf
decreased 5% to $3.53 compared to $3.71 per mcf for the same period ending
November 30, 2009. The decreased in average natural gas prices received was
attributed to lower commodity prices for natural gas during the
period.
Revenue
For the
three months ended November 30, 2010 revenue decreased by $9,159 to $17,099
compared to $26,258 for the same period in 2009. The decrease in revenue for the
three months ended November 30, 2010 was primarily attributed to lower
production volume as a result of natural production declines and lower commodity
prices received.
Operating
Costs
For the
three months ended November 30, 2010 operating costs were $19,817 compared to
operating costs of $29,947 for the three months ended November 30,
2009. In the decrease in operating costs for the three months ended
November 30, 2010 was primarily attributed to the decreased production
volume.
Depletion
Depletion
for the three months ended November 30, 2010 decreased by $4,024 to $5,742
compared to $9,766 for the same period in 2009. The decrease in depletion for
the three months ended November 30, 2010 was attributed to lower production
volume from the Company’s Botha, Alberta property
Administrative
Expenses
Administrative
expenses for the three months ended November 30, 2010 were $90,532 compared to
$66,874 for the three months ended November 30, 2009. The increase in expenses
during 2010 was primarily attributed to: interest expense of $37,967 compared to
Nil in 2009; an increase in head office expenses of $22,957 to $25,957 compared
to $3,000 in 2009; an increase in consulting fees of $19,245 compared to Nil in
2009; an increase in transfer agent and registrar costs of $16,114 to $18,037
compared to $1,923 in 2009; an increase in general and office costs of $3,329 to
$3,846 compared to $517 in 2009; and an increase in professional fees of $3,175
to $57,109 compared to $53,934 for the same three month period in 2009. These
increases in administrative expenses for the three months ended November 30,
2010 were partially offset by a foreign exchange gain of $36,110 compared to nil
and an expense recovery of $35,519 compared to nil for the three months ended
November 30, 2009. Higher administrative expenses for the three month period
November 30, 2010 were partially attributed to increased operations from the
acquisition of Dyami Energy.
Interest
For the
three months ended November 30, 2010 interest income was $Nil compared to $30
for the comparable period in 2009.
Net
loss and comprehensive loss for the period
Net loss
and comprehensive loss for three months ended November 30, 2010 was $98,992
compared to a net loss of $80,299 for the prior three month period in 2009. The
increase in net loss and comprehensive loss for the three months ended November
30, 2010 was primarily related to a decrease in revenue and increases in
administrative expenses.
Net
loss per share
The net
loss per share for the three months ended November 30, 2010 was $0.003 compared
to a net loss per share of $0.004 for the same three month period in
2009.
32
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|
(Formerly: Eugenic Corp.)
|
SUMMARY
OF QUARTERLY RESULTS
The
following tables reflect the summary of quarterly results for the periods set
out.
|
2010
|
2010
|
2010
|
2010
|
|||||||||||||
|
For the quarter ending
|
November 30
|
August 31
|
May 31
|
February 28
|
||||||||||||
|
Revenue
|
$ | 17,099 | $ | 23,363 | $ | 19,291 | $ | 36,461 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (98,992 | ) | $ | (496,520 | ) | $ | (75,144 | ) | $ | (36,746 | ) | ||||
|
Loss
per share
|
$ | (0.003 | ) | $ | (0.020 | ) | $ | (0.003 | ) | $ | (0.002 | ) | ||||
Revenue
for the four quarters in 2010 fluctuated as a result of changes in production
volume and commodity prices received. The increase in net loss and comprehensive
loss for the quarter ending August 31, 2010 was primarily attributed to the
Company recording a consulting fee of $326,511 upon the issuance of warrants and
higher administrative expenses due increased operations from the acquisition of
Dyami Energy. During the fourth quarter the Company incurred an increase in
professional fees for year-end audit costs and costs associated with the
evaluation of the Company’s reserves.
|
2009
|
2009
|
2009
|
2009
|
|||||||||||||
|
For the quarter ending
|
November 30
|
August 31
|
May 31
|
February 28
|
||||||||||||
|
Revenue
|
$ | 26,259 | $ | 23,078 | $ | 32,796 | $ | 260 | ||||||||
|
Net
loss and comprehensive loss for the period
|
$ | (80,299 | ) | $ | (249,967 | ) | $ | (62,554 | ) | $ | (9,721 | ) | ||||
|
Loss
per share
|
$ | (0.014 | ) | $ | (0.014 | ) | $ | (0.005 | ) | $ | (0.001 | ) | ||||
Revenue
for the quarters ended November, August and May 2009 increased as a result of
the acquisition of 1354166 Alberta. The increase in net loss and comprehensive
loss for the quarter ending August 31, 2009 was primarily attributed to a write
down of oil and gas interests, an increase in professional fees including
year-end audit costs, transfer and registrar costs, office and general expenses,
management fees and head office services, and costs associated with the
evaluation of the Company’s reserves.
CAPITAL
EXPENDITURES
For the
three months ended November 30, 2010, the Company incurred costs of
approximately $1,627,606 on drilling and initial completion costs for
its Mathews/Dyami #1H well in Zavala County, Texas.
The
Company expects that its capital expenditures will increase in future reporting
periods as the Company incurs capital expenditures to exploration and develop
its oil and gas properties.
33
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|
(Formerly: Eugenic Corp.)
|
FINANCING
ACTIVITIES
During
the three month period ended November 30, 2010, 500,000 common share purchase
warrants were exercised at $0.07 expiring February 5, 2014 for proceeds of
$35,000. And 600,000 common share purchase warrants were exercised at $0.07
expiring February 27, 2014 for proceeds of $42,000.
During
the three month period ended November 30, 2010 the Company received US$1,450,000
and CDN$149,000 and issued demand promissory notes bearing interest at 10% per
annum. Interest is payable annually on the anniversary date of the
notes.
On
November 5, 2010, the Company terminated the agreement dated June 10, 2010 with
Gar Wood Securities, LLC (“Gar Wood”) to act as Investment Banker/Financial
Advisor to the Company for a period of two years. As a result 36,430 warrants
were cancelled out of the 333,333 warrants issued, exercisable at $1.00 expiring
December 10, 2011 and 18,215 warrants were cancelled out of the 166,667 warrants
issued exercisable at $1.50 expiring June 10, 2012.
LIQUIDITY
AND CAPITAL RESOURCES
Cash as
of November 30, 2010 was $273,034 compared to cash of $43,776 at August 31,
2010. During the three months ended November 30, 2010 the Company received
proceeds from the exercise of warrants in the amount of $77,000 and received
US$1,450,000 and CDN$149,000 and issued demand promissory notes to four
shareholders bearing interest at 10% per annum. Interest is payable annually on
the anniversary date of the notes.
For the
three months ended November 30, 2010 the primary use of funds was related to
drilling the Company’s Mathews #1H well. The Company incurred $1,627,606 in
costs related to drilling and initial completion on its Dyami/Matthews #1H well
located in Zavala County, Texas. The Company’s working capital deficiency at
November 30, 2010 is $2,458,064 compared to a working capital deficiency of
$744,262 at August 31, 2010.
Our
current assets of $380,061 as at November 30, 2010 ($98,162 as of August 31,
2010) include the following items: cash $273,034 ($43,776 as of August 31,
2010); marketable securities $1 ($1 as of August 31, 2010); accounts receivable-
$107,026 ($53,060 as of August 31, 20010) and due from related party $Nil
($1,325 as of August 31, 2010).
Our
current liabilities of $2,838,125 as of November 30, 2010 ($842,424 as of August
31, 2010) include the following items: accounts payable $853,725 ($488,741 as of
August 31, 2010); due to shareholders $1,694,780 ($57,500 as of August 31,
2010); loan payable $110,000 ($110,000 as of August 31, 2010); and secured note
payable of $179,620 ($183,186 as of August 31, 2010).
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At
November 30, 2010 the Company has outstanding the following common share
purchase warrants: 2,575,000 warrants exercisable at $0.20 per share; 10,560,820
warrants exercisable at $0.07 per share; 296,903 warrants exercisable at US$1.00
per share; 148,452 warrants exercisable at US$1.50 per share; and 1,709,233
warrants exercisable at US$1.00 per share. If any of these common
share purchase warrants are exercised it would generate additional capital for
us.
Management
of the Company recognizes that cash flow from operations is not sufficient to
expand its oil and gas operations and reserves or meet its working capital
requirements. The Company has liquidity risk which necessitates the Company to
obtain debt financing, enter into joint venture arrangements, or raise equity.
There is no assurance the Company will be able to obtain the necessary financing
in a timely manner.
The
Company’s past primary source of liquidity and capital resources has been loans
and advances, cash flow from oil and gas operations, proceeds from the sale of
marketable securities and the issuance of common shares.
If
the Company issued additional common shares from treasury it would cause the
current shareholders of the Company dilution.
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 and includes
two geographic areas, Canada and the United States. The accounting policies
applied to Eagleford’s operating segments are the same as those described in the
summary of significant accounting policies.
Geographic
information:
The
following is segmented information the period ended November 30, 2010 and
2009:
|
November 30, 2010
|
November 30, 2009
|
|||||||||||||||
|
Interest and other
income
|
Net income
(loss)
|
Interest and other
income
|
Net income
(loss)
|
|||||||||||||
|
Canada
|
$ | - | $ | (59,442 | ) | $ | 30 | $ | (80,299 | ) | ||||||
|
United
States
|
- | (39,550 | ) | - | - | |||||||||||
|
Total
|
$ | - | $ | (98,992 | ) | $ | 30 | $ | (80,299 | ) | ||||||
The
following is segmented information as at November 30, 2010 and August 31,
2010:
|
As at November 30, 2010
|
As at August 31, 2010
|
|||||||||||||||
|
Oil and gas
interests
|
Other assets
|
Oil and gas
interests
|
Other assets
|
|||||||||||||
|
Canada
|
$ | 308,258 | $ | 116,423 | $ | 314,000 | $ | 68,141 | ||||||||
|
United
States
|
7,336,875 | 263,638 | 5,695,290 | 30,021 | ||||||||||||
|
Total
|
$ | 7,645,133 | $ | 380,061 | $ | 6,009,290 | $ | 98,162 | ||||||||
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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.
The level
of activity in the oil and gas industry is influenced by seasonal weather
patterns. Wet weather and spring thaw may make the ground unstable.
Consequently, municipalities and provincial transportation departments enforce
road bans that restrict the movement of rigs and other heavy equipment, thereby
reducing activity levels. Also, certain oil and gas properties are located in
areas that are inaccessible except during the winter months because of swampy
terrain and other areas are inaccessible during certain months of year due to
deer hunting season. Seasonal factors and unexpected weather patterns may lead
to declines in exploration and production activity and corresponding declines in
the demand for the goods and services of the Company.
The
impact on the oil and gas industry from commodity price volatility is
significant. During periods of high prices, producers conduct active exploration
programs. 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.
The
economic impact that the Kyoto Protocol and other environmental initiatives will
have on the sector and changes relating to Alberta government royalty programs
implemented along with the New Royalty Framework will vary company to company
and the amount and degree of these impacts have yet to be
determined.
RELATED
PARTY TRANSACTIONS AND BALANCES
The
following transactions with individuals related to the Company 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.
For the
three months ended November 30, 2010 the Company paid management fees to the
former President, Sandra Hall of $ Nil (November 30, 2009 $7,500).
At
November 30, 2010 the Company has a secured note payable to Source Re Work
Program, Inc. (“Source”) in the amount of US$175,000 (CDN$179,620). Eric Johnson
is the President of Source, the Vice President of Operations for Dyami Energy
and a shareholder of the Company. At November 30, 2010 accrued interest of
CDN$2,239 is included in accounts payable. During the three months ended
November 30, 2010 the Company received CDN$1,325 from Source for expenditures
relating to the Matthews Lease.
At
November 30, 2010 the Company has a secured promissory note in the amount of $
US$960,000 (CDN$985,344) payable to Benchmark Enterprises LLC
(“Benchmark`”). Benchmark is a shareholder of the Company. For the
period ended November 30, 2010 accrued interest payable to Benchmark of
CDN$14,740 was recorded. At November 30, 2010 interest payable to Benchmark in
the amount of CDN$40,656 is included in accounts payable.
At
November 30, 2010 included in accounts payable is $88,877 due to Gottbetter
& Partners LLP for legal fees. Gottbetter Capital Group, Inc. is a
shareholder of the Company. Adam Gottbetter is sole owner of Gottbetter &
Partners LLP and Gottbetter Capital Group, Inc.
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The loan
payable in the amount of $57,500 is due to a shareholder and is unsecured,
non-interest bearing and repayable on demand. At November 30, 2010 interest was
imputed at a rate of 10% per annum and interest of $1,434 was included in
contributed surplus.
During
the three month period ended November 30, 2010, the Company received $1,180,360
(US$1,150,000) and $149,000 and issued promissory notes to four shareholders.
The notes are due on demand and bear interest at 10% per annum. Interest is
payable annually on the anniversary date of the notes. At November 30, 2010
accrued interest of CDN$14,915 is included in accounts payable.
During
the three month period ended November 30, 2010, Company received US$300,000
(CDN$307,920) and issued a promissory note to the President of the Company. The
note is due on demand and bears interest at 10% per annum. Interest
is payable annually on the anniversary date of the note. At November 30, 2010
accrued interest of CDN$4,640 is included in accounts payable. At November 30,
2010 included in accounts payable is $2,804 due to the President for
expenditures paid on behalf of the Company.
CONTRACTUAL
OBLIGATIONS AND COMMITMENTS
The
Company has development commitments on its Mathews Lease and Murphy Lease in
order to keep the leases in good standing.
Dyami
Energy acquired its interest in the Matthews Lease through a Purchase and Sale
Agreement dated effective February 23, 2010 (the “Agreement”). Under the terms
of the Agreement, Dyami Energy has the following commitments:
|
(a)
|
On
or before August 23, 2010 Dyami Energy shall commence operations to drill
an Initial Test Well on Matthews Lease to a depth of not less than 3,000
feet below the surface or to the base of the San Miguel “D”
formation;
|
|
(b)
|
On
or before July 8, 2011, Dyami Energy shall commence operations to perform
an injection operation (by use of steam, nitrogen or other) in the San
Miguel formation on the Initial Test Well or any other well located on the
Matthews Lease or, all of the interest acquired by Dyami Energy in the
Matthews Lease shall be forfeited without further
consideration;
|
|
(c)
|
On
or before January 1, 2011, Dyami Energy shall commence a horizontal well
to test the Eagle Ford Shale formation with a projected lateral length of
not less than 2,500 feet (the “Second Test
Well”).
|
Dyami
Energy’s 15% working interest partner in the Matthews Lease has an obligation to
participate in each of the operations provided for in (a), (b) and (c) above and
if the partner fails to bear its share of the costs of such operations, the
partner shall forfeit its interest in and to the well and the applicable spacing
unit.
In August
2010, Dyami Energy commenced operations to drill its Dyami/Matthews #1-H well on
the Matthews Lease to a measured depth of 8,563 feet, of which 5,114 feet was
vertical depth into the Del Rio formation. The well was whipstocked at the top
of the Austin Chalk formation and drilled with an 800 foot curve and extended
horizontally 3,300 feet into the Eagle Ford shale formation and accordingly
Dyami Energy satisfied (a) and (c) above.
The
Dyami/Matthews #1-H well was logged and 36 sidewall cores were taken from 4 key
formations, the San Miguel, the Austin Chalk, the Eagle Ford and the Buda. The
logs were interpreted by Weatherford International Ltd and the sidewall cores
were analyzed by Core Laboratories and Weatherford and based on those results
the Company is formulating a detailed frac design and completion plan
for the Dyami/Matthews #1 H well.
Dyami
Energy is the designated operator under the provisions of the Matthews Lease
Operating Agreement.
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The
Matthews Oil and Gas Lease has a primary term of three years commencing April
12, 2008, unless commercial production is established from a well or lands
pooled therewith or the lessee is then engaged in actual drilling or reworking
on any well within 90 days thereafter. The lease shall remain in force so long
as the drilling or reworking is processed without cessation of more than 90
days. The lease requires that such operations be continuous, without
cessation of more than ninety days, and if production is established, then the
lease will continue. If the lessee has completed a well as a producer or
abandoned a well within forty-five days prior to the expiration of the primary
term, the lessee may extend the lease by commencing a well within ninety days
following the end of the primary term.
Murphy
Lease, Zavala County
Dyami
Energy holds a 100% working interest in a mineral lease comprising approximately
2,637 acres of land in Zavala County, Texas (the “Murphy Lease”) subject to a
10% carried interest on the drilling costs from surface to base of the Austin
Chalk formation, and a 3% carried interest on the drilling costs from the top of
the Eagle Ford shale formation to basement on the first well drilled into a
serpentine plug and for the first well drilled into a second serpentine plug, if
discovered. Thereafter Dyami Energy’s working interests range from 90% to 97%.
The royalties payable under the Murphy Lease are 25%.
Dyami
Energy acquired its interest in the Murphy Lease through an Assignment Agreement
dated effective February 3, 2010 (the “Assignment Agreement”). The Murphy Oil
and Gas Mineral Lease (“Mineral Lease Agreement’) has a primary term of three
years commencing on February 2, 2010. Under the terms of the Assignment
Agreement and the Mineral Lease Agreement, Dyami Energy has the following
commitments:
|
b)
|
to
commence drilling (spud) a well to a depth to sufficiently test the Eagle
Ford Shale formation by August 3, 2010 or pay a lease delay payment of US
$25 per acre or US$65,925 in the aggregate (paid July 28, 2010) to extend
the period to commence drilling for 180 days to January 30, 2011 or Dyami
Energy shall be required to release and re-assign its rights in the Murphy
Lease.
|
|
c)
|
During
the development of the Murphy Lease, Dyami Energy is required to commence
drilling a well within 180 days, or otherwise release and re-assign its
rights to the Murphy Lease, but excluding the unit acreage area it has
already drilled and earned. Likewise, if a producing well
ceases to produce, and such well is not timely re-worked or re-drilled
within a six month period, Dyami Energy shall also be required to release
and re-assign its rights to the Murphy
Lease.
|
|
d)
|
Three
years after the cessation of continuous drilling, all rights below the
deepest producing horizon in each unit then being held by production,
shall be released and re-assigned to the Lessor, unless the drilling of
another well has been proposed on said unit, approved in writing by
Lessor, and timely commenced (see Subsequent
Events).
|
Loan
Payable
The loan
payable in the amount of $110,000 is due to an arms’ length party and is
unsecured, non-interest bearing and repayable on demand.
Secured
Notes Payable
Current
At
November 30, 2010, the Company has US$175,000 (CDN$179,620), 5% per annum
secured promissory note payable to Source Re-Work Program Inc. (August 31, 2010
CDN$186,183). US$100,000 of principal together with accrued interest
is due and payable on February 28, 2011 and US$75,000 of principal together with
accrued interest is due and payable on August 31, 2011. At November 30, 2010
accrued interest of CDN$2,239 is included in accounts payable. The note is
secured by the Company’s 10% working interest in the Matthews Lease, Zavala
County, Texas. The Company may, in its sole discretion, prepay any
portion of the principal amount.
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Long
Term
At
November 30, 2010 the Company has US$960,000 (CDN$985,344), 6% per annum secured
promissory note payable to Benchmark Enterprises LLC (August 31, 2010
CDN$1,201,344). The note is payable on December 31, 2011 or upon the Company
closing a financing or series of financings in excess of US$4,500,000. For the period ended
November 30, 2010 accrued interest payable to Benchmark of CDN$14,740 was
recorded. At November 30, 2010 interest payable to Benchmark in the amount of
CDN$40,656 is included in accounts payable. The note is secured by the Dyami
Energy’s 75% working interest in the Matthews Lease and the Company’s 100%
working interest in the Murphy Lease, Zavala County, Texas. The Company may, in
its sole discretion, prepay any portion of the principal amount.
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 significant losses and negative cash flows from
operations in recent years which raises doubt as to the validity of the going
concern assumption. As at November 30, 2010, the Company had a working capital
deficiency of $2,458,064 and an accumulated deficit of $1,816,227. 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 to fund its operations 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 Company'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 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
On
November 12, 2009, the Company’s 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 became Eagleford Energy Inc. The consolidated financial statements
include the accounts of Eagleford, the legal parent, together with its
wholly-owned subsidiaries, 1354166 Alberta Ltd. an Alberta operating company and
Dyami Energy LLC a Texas limited liability exploration stage company. All
inter-company accounts transactions have been eliminated on
consolidation.
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.
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Depletion
and Depreciation
Depletion
of petroleum and natural gas properties and depreciation of production equipment
are calculated on the unit of production basis based on:
(a) total
estimated proved reserves calculated in accordance with National Instrument
51-101, Standards of Disclosure for Oil and Gas Activities;
(b) total
capitalized costs, excluding undeveloped lands and unproved costs, plus
estimated future development costs of proved undeveloped reserves;
and
(c)
relative volumes of petroleum and natural gas reserves and production, before
royalties, converted at the energy equivalent conversion ratio of six thousand
cubic feet of natural gas to one barrel of oil.
Impairment
Test
The
Company performs an impairment test calculation in accordance with the Canadian
Institute of Chartered Accountants’ successful efforts method guidelines,
including an impairment test on undeveloped properties. The recovery of costs is
tested by comparing the carrying amount of the oil and natural gas assets to the
reserves report. If the carrying amount exceeds the recoverable amount, then
impairment would be recognized on the amount by which the carrying amount of the
assets exceeds the present value of expected cash flows using proved plus
probable reserves and expected future prices and costs. At November 30, 2010 the
Company recorded an impairment of Nil (August 31, 2010 - $54,630).
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.
Transportation
Costs
paid by the Company for the transportation of natural gas, crude oil and natural
gas liquids from the wellhead to the point of title transfer are recognized when
the transportation is provided.
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.
Foreign
Currencies
Monetary
assets and liabilities denominated in currencies other than Canadian dollars are
translated at exchange rates in effect at the balance sheet date. Non-monetary
items are translated at historical rates. 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.
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Marketable
Securities
At each
financial reporting period, the Company estimates the fair value of investments
which are held-for-trading, based on quoted closing bid prices at the
consolidated balance sheet dates or the closing bid price on the last day the
security traded if there were no trades at the consolidated balance sheet dates
and such valuations are reflected in the consolidated financial statements. The
resulting values for unlisted securities whether of public or private issuers,
may not be reflective of the proceeds that could be realized by the Company upon
their disposition. The fair value of the securities at November 30, 2010 was $1
(August 31, 2010 - $1)
Financial
Instruments
All
financial instruments are recorded initially at estimated fair value on the
balance sheet and classified into one of five categories: held for trading, held
to maturity, available for sale, loans and receivables and other liabilities.
Cash and cash equivalents, and marketable securities are classified as held for
trading and measured at estimated fair value. Accounts receivable and due from
related party are classified as loans and receivables and measured at amortized
cost. Accounts payable, loan payable, shareholder loans and secured notes
payable are classified as other liabilities and measured at amortized
cost.
The
Company does not enter into derivative contracts (commodity price, interest rate
or foreign currency) in order to manage risk. The Company does not utilize
derivative contracts for speculative purposes, has not designated any derivative
contracts as hedges, and has not recorded any assets or liabilities as a result
of embedded derivatives.
The
estimated fair value of cash and cash equivalents, accounts receivable and
accounts payable approximate their carrying amounts due to their short terms to
maturity.
Cash
and cash equivalents
Cash and
cash equivalents include bank accounts, trust accounts, and term deposits with
maturities of less than three months.
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 3831 (“Non-monetary Transactions”) of the Canadian
Institute of Chartered Accountants Handbook (“CICA Handbook”).
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Stock-Based
Compensation
The
Company has a stock-based compensation plan. Any consideration
received on the exercise of stock options or sale of stock is credited to share
capital. The Company records compensation expense and credits contributed
surplus for all stock options granted. Stock options granted during the year are
accounted for in accordance with the fair value method of accounting for
stock-based compensation. The fair value for these options is estimated at the
date of grant using the Black-Scholes option pricing model.
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.
Warrants
When the
Company issues units under a private placement comprising common shares and
warrants, the Company follows the relative fair value method of accounting for
warrants attached to and issued with common shares of the Company. Under this
method, the fair value of warrants issued is estimated using a Black-Scholes
option price model. The fair value is then related to the total of the net
proceeds received on issuance of the common shares and the fair value of the
warrants issued therewith. The resultant relative fair value is allocated to
warrants from the net proceeds and the balance of the net proceeds is allocated
to the common shares issued.
Change
in Accounting Policy and Future Accounting Changes
(a) EIC
Credit Risk
In
January 2009, the CICA’s EIC concluded that an entity’s own credit risk and the
credit risk of the counterparty should be taken into account in determining the
fair value of financial assets and financial liabilities, including derivative
instruments. The application of incorporating credit risk into the fair value
should result in entities re-measuring the financial assets and financial
liabilities as at the beginning of the period of adoption. This abstract should
be applied retrospectively without restatement of prior periods to all financial
assets and liabilities measured at fair value in interim and annual financial
statements for periods ending on or after January 20, 2009. Retrospective
application with restatement of prior periods is also permitted. The adoption of
this standard did not impact the financial position or results of operations of
the Company.
(b)
Financial Instruments – Disclosures
In June
2009, the Canadian Accounting Standards Board (“AcSB”) issued the amendments to
CICA Handbook Section 3862, Financial Instruments - Disclosures, which reflect
the corresponding amendments made by the International Accounting Standards
Board to IFRS 7, Financial Instruments: Disclosures, in March 2009. The
amendments require that all financial instruments measured at fair value be
presented into one of the three hierarchy levels set forth below for disclosure
purposes. Each level is based on the transparency of the inputs used to measure
the fair value of assets and liabilities.
(i) Level
1: Inputs are unadjusted quoted prices of identical instruments in active
markets.
(ii)
Level 2: Valuation models which utilize predominately observable market
inputs.
(iii)
Level 3: Valuation models which utilize predominately non-observable market
inputs.
The
classification of a financial instrument in the hierarchy is based upon the
lowest level of input that is significant to the measurement of fair value. The
amendments to Section 3862 also require additional disclosure relating to the
liquidity risk associated with financial instruments. The amendments improve
disclosure of financial instruments specifically as it relates to fair value
measurements and liquidity risk. The adoption of the amendments did not impact
the Company’s financial position or results of operations.
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(c)
Goodwill and Intangible Assets
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.
(d)
General Standard of Financial Statement Presentation
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.
(e)
Future Accounting Changes
Business
Combinations, Consolidated Financial Statements and Non-controlling Interests –
The CICA issued three new accounting standards in January 2009: section 1582,
Business Combinations,
section 1601, Consolidated
Financial Statements, and section 1602, Non-controlling interests.
These new standards will be effective for fiscal years beginning on or after
January 1, 2011. The Company is in the process of evaluating the requirements of
the new standards.
Section
1582 replaces section 1581, and establishes standards for the accounting for a
business combination. It provides the Canadian equivalent to International
Financial Reporting Standard IFRS 3 – Business Combinations. The section
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after January 1, 2011.
Sections
1601 and 1602 together replace 1600 – Consolidated Financial Statements.
Section 1601, establishes standards for the preparation of consolidated
financial statements. Section 1601 applies to interim and annual consolidated
financial statements relating to fiscal years beginning on or after January 1,
2011.
Section
1602 establishes standards for accounting for a non-controlling interest in a
subsidiary in consolidated financial statements subsequent to a business
combination. It is equivalent to the corresponding provisions of International
Financial Reporting Standard IAS 27 - Consolidated and Separate Financial
Statements and applies to interim and annual consolidated financial
statements relating to fiscal years beginning on or after January 1,
2011.
In
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 unaudited consolidated financial statements under
IFRS including comparative information for the period ending November 30,
2011.
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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.
INTERNATIONAL
FINANCIAL REPORTING STANDARDS
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 unaudited consolidated financial statements under
IFRS including comparative information for the period ending November 30,
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
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 2011
|
|
|
Assessment
of first-time adoption (IFRS 1) requirements and
alternatives
|
Throughout
fiscal 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
|
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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.
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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.
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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.
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 and Contributed Surplus as at November 30, 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
August 31, 2010
|
29,751,026 | $ | 3,817,184 | |||||
|
Exercise
of warrants (note a)
|
1,100,000 | 103,400 | ||||||
|
Balance November 30, 2010
|
30,851,026 | $ | 3,920,584 | |||||
|
(a)
|
During
the three month period ended November 30, 2010, 500,000 common share
purchase warrants were exercised at $0.07 expiring February 5, 2014 for
proceeds of $35,000 and 600,000 common share purchase warrants were
exercised at $0.07 expiring February 27, 2014 for proceeds of $42,000. The
amount allocated to warrants based on relative fair value using Black
Scholes model was $26,400.
|
The
following table summarizes the changes in warrants for the three month period
ended November 30, 2010:
|
2010
|
||||||||
|
Warrants
|
Number of Warrants
|
Weighted Average Price
|
||||||
|
Outstanding
August 31, 2010
|
16,445,053 | $ | 0.22 | |||||
|
Exercised
(note a)
|
(1,100,000 | ) | 0.07 | |||||
|
Cancelled
(note b)
|
(36,430 | ) | US$ | 1.00 | ||||
|
Cancelled (note b)
|
(18,215 | ) | US$ | 1.50 | ||||
|
Outstanding November 30,
2010
|
15,290,408 | $ | 0.23 | |||||
|
(b)
|
On
November 5, 2010, the Company terminated the agreement dated June 10, 2010
with Gar Wood Securities, LLC (“Gar Wood”) to act as Investment
Banker/Financial Advisor to the Company for a period of two years. As a
result 36,430 warrants were cancelled out of the 333,333 warrants issued,
exercisable at $1.00 expiring December 10, 2011 and 18,215 warrants were
cancelled out of the 166,667 warrants issued exercisable at $1.50 expiring
June 10, 2012. The amount allocated to warrants based on relative fair
value using Black Scholes model was $23,315 and $12,204
respectively.
|
The
following table summarizes the outstanding warrants as at November 30,
2010:
|
Number of
Warrants
|
Exercise
Price
|
Expiry
Date
|
Warrant Value ($)
|
||||||||
| 2,575,000 | $ | 0.20 |
April
14, 2011
|
$ | 100,875 | ||||||
| 1,000,256 | $ | 0.07 |
February
25, 2014
|
24,006 | |||||||
| 9,560,564 | $ | 0.07 |
February
27, 2014
|
229,453 | |||||||
| 296,903 | US$ | 1.00 |
December
10, 2011
|
191,057 | |||||||
| 148,452 | US$ | 1.50 |
June
10, 2012
|
99,935 | |||||||
| 1,709,233 | US$ | 1.00 |
August 31, 2014
|
1,388,833 | |||||||
| 15,290,408 | $ | 2,034,159 | |||||||||
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The fair
value of the warrants was estimated on the date of issue using the Black-Scholes
pricing model.
|
Weighted Average Shares Outstanding
|
November 30, 2010
|
November 30, 2009
|
||||||
|
Weighted
average shares outstanding, basic
|
30,657,619 | 21,026,618 | ||||||
|
Dilutive
effect of warrants
|
15,531,855 | 13,146,371 | ||||||
|
Weighted
average shares outstanding, diluted
|
46,189,474 | 34,172,989 | ||||||
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
Contributed
surplus transactions for the respective periods are as follows:
|
Amount
|
||||
|
Balance,
August 31, 2010
|
$ | 43,750 | ||
|
Imputed
interest (see Note 9 Related Party Transactions)
|
1,434 | |||
|
Balance,
November 30, 2010
|
$ | 45,184 | ||
(c)Disclosure
Controls and Procedures
In
connection with National Instrument 52-109 (Certificate of Disclosure in
Issuer’s Annual and Interim Filings) (“NI 52-109”) the Chief Executive Officer
and Chief Financial Officer of the Company have filed a Venture Issuer Basic
Certificate with respect to the financial information contained in the Unaudited
Consolidated Financial Statements for the period endedNovember30, 2010 and this
accompanying MD&A. In contrast to the full certificate under NI 52-109, the
Venture Issuer Basic Certificate does not include representations relating to
the establishment and maintenance of disclosure controls and procedures and
internal control over financial reporting, as defined in NI 52-109. For further
information the reader should refer to the Venture Issuer Basic Certificates
filed by the Company with the Annual Filings on SEDAR at www.sedar.com.
SUBSEQUENT
EVENTS
On
January 20, 2011 the Company spud its 100% working interest Murphy #1H test well
on Murphy Lease, Zavala County, Texas.
Subsequent
to the three month period ended November 30, 2010, the Company received
US$610,000 and issued promissory notes to four shareholders. The notes are
payable on demand and bear interest at 10% per annum. Interest is payable
annually on the anniversary date of the notes.
48
