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EX-31.1 - CERTIFICATION - OncBioMune Pharmaceuticals, Incexhibit31-1.htm
EX-32.1 - CERTIFICATION - OncBioMune Pharmaceuticals, Incexhibit32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2009

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to _______

Commission File Number: 000-52218

STRIKER ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada 20-2590810
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

901 – 360 Bay Street, Toronto, ON, Canada M5H 2V6
(Address of principal executive offices) (Zip Code)

(416) 489-0093
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 20,506,000 shares of common stock are issued and outstanding as of January 14, 2010.


TABLE OF CONTENTS

PART I FINANCIAL INFORMATION 1
ITEM 1. FINANCIAL STATEMENTS 1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 23
ITEM 4T. CONTROLS AND PROCEDURES 24
PART II OTHER INFORMATION 24
ITEM 1. LEGAL PROCEEDINGS 24
ITEM 1A. RISK FACTORS 24
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 30
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 30
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 30
ITEM 5. OTHER INFORMATION 30
ITEM 6. EXHIBITS 30
SIGNATURES   31


1

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

 

Striker Energy Corp.
(An Exploration Stage Company)

Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009


2

Striker Energy Corp.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)

          As at  
    As at     28 February  
    30 November     2009  
    2009     (Audited)  
  $    $   
             
Assets            
             
Current            
Cash and cash equivalents   15,805     2,448  
             
Liabilities            
             
Current            
Accounts payable and accrued liabilities (Note 4)   2,202     8,035  
Due to related party (Note 6)   -     1,128  
             
    2,202     9,163  
             
Promissory note (Note 5)   51,152     -  
             
    53,354     9,163  
             
Stockholders’ deficiency            
Capital stock (Note 8)            
Authorized            
     150,000,000 common shares, par value $0.0001            
Issued and outstanding            
     30 November 2009 – 20,506,000 common shares, par value $0.0001            
     28 February 2009 – 20,506,000 common shares, par value $0.0001   2,056     2,056  
Additional paid-in capital   193,524     182,724  
Deficit, accumulated during the exploration stage   (233,129 )   (191,495 )
             
    (37,549 )   (6,715 )
             
    15,805     2,448  

Nature and Continuance of Operations (Note 1) and Subsequent Events (Note 11)

On behalf of the Board:  
   
Joseph Carusone” Director
Joseph Carusone  

The accompanying notes are an integral part of these financial statements.


3

Striker Energy Corp.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)

  For the                  
  period from                  
  the date of                  
  inception on   For the   For the   For the   For the  
  18 March   three month   three month   nine month   nine month  
  2005 to 30   period ended   period ended   period ended   period ended  
  November   30 November   30 November   30 November   30 November  
  2009   2009   2008   2009   2008  
  $    $    $    $    $   
                     
                     
Expenses                    
Bank charges and interest 1,267   62   126   234   160  
Consulting fees 10,176   -   -   -   -  
Filing fees 8,770   525   1,668   1,916   2,668  
Interest expense (Note 5) 1,152   625   -   1,152   -  
Investor relations 730   -   730   -   730  
Legal and accounting fees 116,572   7,106   11,890   24,934   21,423  
Licenses and permits 8,068   -   638   -   763  
Management fees (Notes 7, 8 and 10) 42,000   3,000   3,000   9,000   9,000  
Mineral property expenditures 15,124   -   -   -   -  
Office expenses 620   5   294   48   439  
Recovery from mineral property acquisition costs (Notes 3 and 10) (5,000 ) -   -   -   (5,000 )
Rent (Notes 7, 8 and 10) 9,600   600   600   1,800   1,800  
Transfer agent fees 12,211   825   1,368   2,550   2,955  
Web site development 1,839   -   -   -   -  
Write down of mineral property acquisition costs (Note 3) 10,000   -   -   -   -  
                     
Net loss for the period (233,129 ) (12,748 ) (20,314 ) (41,634 ) (34,938 )
                     
Basic and diluted loss per                    
common share     (0.001 ) (0.001 ) (0.002 ) (0.002 )
                     
Weighted average number of common shares                  
used in per share calculations     20,506,000   20,140,409   20,506,000   20,051,126  

The accompanying notes are an integral part of these financial statements.


4

Striker Energy Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)

  For the                  
  period from                  
  the date of                  
  inception on   For the three   For the three   For the nine   For the nine  
  18 March   month   month   month   month  
  2005 to 30   period ended   period ended   period ended   period ended  
  November   30 November   30 November   30 November   30 November  
  2009   2009   2008   2009   2008  
  $    $    $    $    $   
Cash flows used in operating activities                    
Net loss for the period (233,129 ) (12,748 ) (20,314 ) (41,634 ) (34,938 )
     Adjustments to reconcile loss to net cash                    
     used by operating activities                    
     Contributions to capital by related party –                    
     expenses (Notes 7, 8 and 10) 51,600   3,600   3,600   10,800   10,800  
     Contributions to capital by related party –                    
     forgiveness of debt (Note 10) 38,950   -   -   -   -  
     Common shares issued for services (Notes                    
     8 and 10) 30   -   -   -   -  
     Interest payable 1,152   625   -   1,152   -  
     Recovery from mineral property                    
     acquisition cost (Notes 3 and 10) (5,000 ) -   -   -   (5,000 )
     Write down of mineral property                    
     acquisition costs (Note 3) 10,000   -   -   -   -  
Changes in operating assets and liabilities                    
Increase (decrease) in accounts payable and                    
accrued liabilities 7,202   (527 ) (20,245 ) (5,833 ) (12,974 )
                     
  (129,195 ) (9,050 ) (36,959 ) (35,515 ) (42,112 )
Cash flows from financing activities                    
Increase (decrease) in due to related party                    
(Notes 7 and 8) -   -   1,031   (1,128 ) 6,154  
Promissory note (Note 5) 50,000   -   -   50,000   -  
Common shares returned to treasury (Notes                    
8 and 10) (5,000 ) -   -   -   -  
Common shares issued for cash (Note 8) 110,000   -   50,000   -   50,000  
                     
  155,000   -   51,031   48,872   56,154  
Cash flows used in investing activities                    
Acquisition of mineral property interest                    
(Note 3) (10,000 ) -   -   -   -  
                     
Increase (decrease) in cash and cash                    
equivalents 15,805   (9,050 ) 14,072   13,357   14,042  
                     
Cash and cash equivalents, beginning of                    
period -   24,855   222   2,448   252  
                     
Cash and cash equivalents, end of period 15,805   15,805   14,294   15,805   14,294  

The accompanying notes are an integral part of these financial statements.



5

Striker Energy Corp.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
(Unaudited)

              Deficit,      
              accumulated      
          Additional   during the   Total  
  Number of   Capital   paid-in   exploration   stockholders’  
  shares issued   stock   capital   stage   deficiency  
      $   $   $   $  
Balance at 18 March 2005 (inception)                    
     Restricted common shares issued for                    
     cash ($0.0005 per share) – September                    
     2005 (Note 8) 10,000,000   1,000   4,000   -   5,000  
     Contributions to capital by related                    
     parties – expenses (Notes 7, 8 and 10) -   -   600   -   600  
     Net loss for the period -   -   -   (21,237)   (21,237)  
                     
Balance at 28 February 2006 10,000,000   1,000   4,600   (21,237)   (15,637)  
     Common shares issued for cash ($0.005                    
     per share) – May 2006 (Note 8) 10,000,000   1,000   49,000   -   50,000  
     Common shares issued for services                    
     ($0.005 per share) – August 2006 and                    
     February 2007 (Note 8) 6,000   6   24   -   30  
     Contributions to capital by related                    
     parties – expenses (Notes 7, 8 and 10) -   -   11,400   -   11,400  
     Net loss for the year -   -   -   (50,890)   (50,890)  
                     
Balance at 28 February 2007 20,006,000   2,006   65,024   (72,127)   (5,097)  
     Contributions to capital by related                    
     parties – expenses (Notes 7, 8 and 10) -   -   14,400   -   14,400  
     Common shares returned to treasury and                    
     cancelled for cash ($0.005 per share) –                    
     April 2007 (Note 8) (1,000,000)   (100)   (4,900)   -   (5,000)  
     Common shares issued for cash ($0.01                    
     per share) – May 2007 (Note 8) 1,000,000   100   4,900   -   5,000  
     Net loss for the year -   -   -   (65,411)   (65,411)  
                     
Balance at 29 February 2008 20,006,000   2,006   79,424   (137,538)   (56,108)  
     Contributions to capital by related                    
     parties – expenses (Notes 7, 8 and 10) -   -   14,400   -   14,400  
     Contributions to capital by related                    
     parties – loan forgiveness (Note 10) -   -   38,950   -   38,950  
     Common shares issued for cash ($0.10                    
     per share) – November 2008 (Note 8) 500,000   50   49,950   -   50,000  
     Net loss for the year -   -   -   (53,957)   (53,957)  
                     
Balance at 28 February 2009 20,506,000   2,056   182,724   (191,495)   (6,715)  
     Contributions to capital by related                    
     parties – expenses (Notes 7, 8 and 10) -   -   10,800   -   10,800  
     Net loss for the period -   -   -   (41,634)   (41,634)  
                     
Balance at 30 November 2009 20,506,000   2,056   193,524   (233,129)   (37,549)  

The accompanying notes are an integral part of these financial statements.


6

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

1.

Nature and Continuance of Operations

   

Striker Energy Corp. (the “Company”) was incorporated under the laws of the State of Nevada on 18 March 2005 and the Company intended to engage in the acquisition and exploration of mineral properties. On 28 September 2005, the Company entered into a mineral property option agreement with an unrelated third party (the “Seller”), wherein the Company would acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nevada. Early in the summer of 2008, the Company abandoned its efforts to acquire the Bald Mountain Claims with a notice to the Seller. The Company has transitioned its business from mineral property exploration to oil and natural gas exploration and is currently searching for oil and gas exploration opportunities.

   

The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in establishing its new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

   

The Company’s financial statements as at 30 November 2009 and for the nine month period ended 30 November 2009 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company had a loss of $41,634 for the nine month period ended 30 November 2009 (30 November 2008 – $34,938) and had working capital at 30 November 2009 of $13,603 (28 February 2009 - working capital deficit – $6,715).

   

Effective 12 September 2008, the Company completed a forward stock split by the issuance of two new common shares for each one outstanding common share of the Company. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on a retroactive basis (Note 8).

   

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. As at 30 November 2009, the Company’s assets consisted of cash and cash equivalents in the amount of $15,805. Management believes that the Company’s capital resources are not adequate to continue operating and maintaining its business strategy for the fiscal year ending 28 February 2010. Because the Company does not have any assets or revenue from operations, it does not believe it will be able to raise capital from traditional lending sources. Although the Company has historically raised capital from sales of debt and equity, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



7

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

As at 30 November 2009, the Company was not fully engaged in an operating business and expects to incur exploration stage operating losses for the next year to eighteen months. It intends to rely on officers and directors to perform essential functions with minimal compensation until a business operation can be fully commenced. Management believes the Company will be able to raise sufficient capital to implement its business plan, and thus will continue as a going concern during this period while its plans are implemented.

   
2.

Significant Accounting Policies

   

The following is a summary of significant accounting policies used in the preparation of these financial statements.

   

Basis of presentation

   

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises (“GAAP”). The functional currency is the U.S. dollar, and the financial statements are presented in U.S. dollars.

   

Cash and cash equivalents

   

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

   

Financial instruments

   

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities and amounts due to related party. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks rising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

   

Oil and gas property

   

The Company follows the successful efforts method of accounting for its natural gas and oil activities. Under the successful efforts method, lease acquisition costs and all development costs are capitalized. Unproved properties are reviewed quarterly to determine if there has been impairment of the carrying value, and any such impairment is charged to expense in the period. Exploratory drilling costs are capitalized until the results are determined. If proved reserves are not discovered, the exploratory drilling costs are expensed. Other exploratory costs, such as seismic costs and other geological and geophysical expenses, are expensed as incurred. The provision for depreciation, depletion and amortization is based on the capitalized costs as determined above. Depreciation, depletion and amortization is on a cost center by cost center basis using the unit of production method, with lease acquisition costs amortized over total proved reserves and other costs amortized over proved developed reserves.



8

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

 

When circumstances indicate that proved properties may be impaired, the Company compares expected undiscounted future cash flows on a cost center basis to the unamortized capitalized cost of the asset. If the future undiscounted cash flows, based on the Company’s estimate of future natural gas and oil prices and operating costs and anticipated production from proved reserves, are lower than the unamortized capitalized cost, then the capitalized cost is reduced to fair market value.

 

 

The Company amortizes and impairs natural gas and oil properties on a field-by-field cost center basis. Management believes this policy provides greater comparability with other successful efforts natural gas and oil companies by conforming to predominant industry practice. In addition, the field level is consistent with the Company’s operational and strategic assessment of its natural gas and oil investments.

 

 

The Company is in the process of acquiring an oil and gas property and has no property at this time.

 

 

Reclamation costs

 

 

The Company’s policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production costs for each tonne of ore mined over the life of the mine. The amount charged is based on management’s estimation of reclamation costs to be incurred. The accrued liability is reduced as reclamation expenditures are made. Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that time.

 

 

Fair value of financial instruments and derivative financial instruments

 

 

The carrying amounts of cash and cash equivalents and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

 

 

Long-lived assets

 

 

Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.

 

 

Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.



9

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

  Derivative financial instruments
   
  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
   
  Income taxes
   
 

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

   
  Basic and diluted net loss per share
 

 

The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti- dilutive.

 

 

Comprehensive loss

 

 

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 30 November 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



10

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

  Segments of an enterprise and related information
   
 

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.

 

 

Start-up expenses

 

 

The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses for the period from the date of inception on 18 March 2005 to 30 November 2009.

 

 

Foreign currency translation

 

 

The Company’s functional and reporting currency is U.S. dollars. The financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

 

Use of estimates

 

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.



11

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

  Recent accounting pronouncements
   
 

From June 2009 to October 2009, the FASB issued various updates, Accounting Standard Update (“ASU”) No. 2009-2 through ASU No. 2009-15, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities. These updates have no current applicability to the Company or their effect on the financial statements is insignificant.

 

 

In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167, which amends ASC 810-10, “Consolidation”, prescribes a qualitative model for identifying whether a company has a controlling financial interest in a variable interest entity (“VIE”) and eliminates the quantitative model. The new model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits from the VIE. SFAS 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest in a VIE. A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE. SFAS No. 167, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative. SFAS No. 167 is effective 1 January 2010. The Company does not expect that the adoption of SFAS No. 167 will have a material impact on its financial statements.

 

 

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfer of Financial Assets – an amendment of FASB Statement”. SFAS No. 166 removes the concept of a qualifying special-purpose entity from ASC 860-10, “Transfers and Servicing”, and removes the exception from applying ASC 810-10, “Consolidation”. These statements also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. SFAS No. 166, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative. This statement is effective 1 January 2010. The Company does not expect that the adoption of SFAS No. 166 will have a material impact on its financial statements.

 

 

International Financial Reporting Standards

 

 

In November 2008, the Securities and Exchange Commission (“SEC”) issued for comment a proposed roadmap regarding potential use of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to prepare financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential impact of IFRS on its financial statements and will continue to follow the proposed roadmap for future developments.



12

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

  Changes in accounting policies
   
  Fair Value Measurement and Disclosure
   
  In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurement and Disclosure (Topic 820) – Measuring Liabilities at Fair Value”, which provides valuation techniques to measure fair value in circumstances in which a quoted price in an active market for the identical liability is not available. The guidance provided in this update is effective 1 September 2009. The adoption of this guidance did not have a material impact on the Company’s financial statements.
   
  The Accounting Standards Codification
   
  In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principle – a replacement of FASB Statement No. 162”. The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setter into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than Securities and Exchange Commission guidance for publicly-traded companies) is considered non-authoritative. The Codification was effective on a prospective basis for interim and annual reporting periods ending after 15 September 2009. The adoption of the Codification changed the Company’s references to U.S. GAAP accounting standards but did not impact the Company’s results of operations, financial position or liquidity.
   
  Subsequent Events
   
  In May 2009, the FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of ASC 855, “Subsequent Events” is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The new guidance was effective on a prospective basis for interim or annual reporting periods ending after 15 June 2009. The adoption of this guidance did not have a material impact on the Company’s financial statements.


13

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

  Convertible Debt
   
  In May 2008, the FASB issued new guidance for accounting for convertible debt instruments that may be settled in cash. The new guidance, which is now part of ASC 470-20, “Debt with Conversion and Other Options” requires the liability and equity components to be separately accounted for in a manner that will reflect the entity’s nonconvertible debt borrowing rate. The Company will allocate a portion of the proceeds received from the issuance of convertible notes between a liability and equity component by determining the fair value of the liability component using the Company’s nonconvertible debt borrowing rate. The difference between the proceeds of the notes and the fair value of the liability component will be recorded as a discount on the debt with a corresponding offset to paid-in capital. The resulting discount will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes using the effective interest rate method. The new guidance was to be applied retrospectively to all periods presented upon those fiscal years. The adoption of this guidance did not have a material impact on the Company’s financial statements.
   
  Useful Life of Intangible Assets
   
  In April 2008, the FASB issued new guidance for determining the useful life of an intangible assets, the new guidance, which is now part of ASC 350, “Intangibles – Goodwill and Other”. In determining the useful life of intangible assets, ASC 350 removes the requirement to consider whether an intangible asset can be renewed without substantial cost of material modifications to the existing terms and conditions and, instead, requires an entity to consider its own historical experience in renewing similar arrangements. ASC 350 also requires expanded disclosure related to the determination of intangible asset useful lives. The new guidance was effective for financial statements issued for fiscal years beginning after 15 December 2008. The adoption of this guidance did not have a material impact on the company’s financial statements.
   
  Derivative Instruments and Hedging Activities
   
  In March 2008, the FASB issued new guidance on the disclosure of derivative instruments and hedging activities. The new guidance, which is now part of ASC 815, “Derivatives and Hedging Activities” requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of, and gains and losses on, derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The new guidance was effective prospectively for financial statements issued for fiscal years beginning after 15 November 2008, with early application encouraged. The adoption of this guidance did not have a significant impact on the Company’s financial statements.


14

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

Business Combinations

   

In December 2007, the FASB issued revised guidance for accounting for business combinations. The revised guidance, which is now part of ASC 805, “Business Combination” requires the fair value measurement of assts acquired, liabilities assumed and any noncontrolling interest in the acquiree, at the acquisition date with limited exceptions. Previously, a cost allocation approach was used to allocate the cost of the acquisition based on the estimated fair value of the individual assets acquired and liabilities assumed. The cost allocation approach treated acquisition-related costs and restructuring costs that the acquirer expected to incur as a liability on the acquisition date, as part of the cost of the acquisition. Under the revised guidance, those costs are recognized in the statement of income separately from the business combination. The revised guidance applies to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 15 December 2008. The adoption of this guidance did not have a material impact on the Company’s financial statements.

   
3.

Mineral Properties

   

On 28 September 2005, the Company entered into a mineral property option agreement with an unrelated third party, wherein the Company could acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nye County, Nevada (the “Bald Mountain Claims”) by paying $5,000 in cash on signing (paid), $5,000 on the second anniversary of the agreement (accrued), $10,000 on the third anniversary of the agreement and to complete exploration expenditures totalling $500,000 by 28 September 2010.

   

During the year ended 28 February 2009, the Company abandoned its interest in the Bald Mountain Claims and recorded a recovery of mineral property acquisition costs of $5,000. This amount was previously recorded as payable on 28 September 2007 (Note 10).

   
4.

Accounts Payable and Accrued Liabilities

   

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

   
5.

Promissory Note

   

Issued on 15 June 2009, the promissory note bears interest at 5% per annum on the principal balance and is secured by a general charge on the assets of the Company. The principal amount or such portion thereof as shall remain outstanding from time to time shall accrue simple interest, calculated monthly in arrears, at a rate of five percent (5%) per annum commencing on the date of this promissory note and payable at maturity. When not in default the promissory note and accrued interest can be repaid in whole or in part without notice or bonus. During the nine month period ended 30 November 2009, the Company accrued interest expense of $1,152. The balance as at 30 November 2009 consists of principal and accrued interest of $50,000 (2008 – $Nil) and $1,152 (2008 – $Nil), respectively.



15

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

6.

Due to Related Party

   

The amount due to related party at 30 November 2009 was $Nil (28 February 2009 – $1,128). During the nine month period ended 30 November 2009, the Company repaid $1,775 owed to an officer and director of the Company (Note 7).

   
7.

Related Party Transactions

   

During the nine month period ended 30 November 2009, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2008 – $9,000, cumulative – $42,000) and for rent in the amount of $1,800 (30 November 2008 – $1,800, cumulative – $9,600) (Notes 8 and 10).

   

During the nine month period ended 30 November 2009, the Company repaid $1,775 owed to an officer and director of the Company (Note 6).

   
8.

Capital Stock

   

Authorized

   

The total authorized capital is 150,000,000 common shares with a par value of $0.0001.

   

Issued and outstanding

   

The total issued and outstanding capital stock is 20,506,000 common shares with a par value of $0.0001 per common share.

   

On 1 September 2005, 10,000,000 common shares of the Company were issued to an officer and director of the Company for cash proceeds of $5,000.

   

On 2 May 2006, the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation D, registered in the State of Nevada, and issued 10,000,000 common shares for total cash proceeds of $50,000.

   

On 29 August 2006, 4,000 common shares valued at $0.005 per share of the Company were issued to an officer and director of the Company for services rendered (Note 10).

   

On 1 February 2007, 2,000 common shares valued at $0.005 per share of the Company were issued to a director of the Company for services rendered (Note 10).

   

On 30 April 2007, 1,000,000 common shares of the Company were returned to treasury and cancelled; $5,000 was returned to the investors (Note 10).



16

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

On 14 May 2007, 1,000,000 common shares valued at $0.005 per share of the Company were issued for total cash proceeds of $5,000.

   

Effective 12 September 2008, the Company completed a 2 to 1 forward stock split and increased the authorized share capital from 75,000,000 common shares to 150,000,000 common shares with the same par value of $0.0001. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on retroactive basis (Note 1).

   

On 6 November 2008, 500,000 common shares valued at $0.10 per share of the Company were issued for total cash proceeds of $50,000.

   

During the nine month period ended 30 November 2009, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2008 – $9,000, cumulative – $42,000) and for rent in the amount of $1,800 (30 November 2008 – $1,800, cumulative – $9,600) (Notes 7 and 10).

   
9.

Income Taxes

   

The Company has losses carried forward for income tax purposes to 30 November 2009. There are no current or deferred tax expenses for the period ended 30 November 2009 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

   

The provision for refundable federal income tax consists of the following:


      For the     For the  
      nine month     nine month  
      period ended     period ended  
      30 November     30 November  
      2009     2008  
    $    $   
               
  Refundable federal tax asset attributable to:            
  Current operations   14,156     11,879  
  Contributions to capital by related party   (3,672 )   (3,672 )
  Less: Change in valuation allowance   (10,484 )   (8,207 )
               
  Net refundable amount   -     -  


17

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

The composition of the Company’s deferred tax assets as at 30 November 2009 and 28 February 2009 is as
follows:

            As at  
      As at 30     28 February  
      November     2009  
      2009     (Audited)  
    $    $   
               
  Net operating loss carryforward   142,549     111,715  
               
  Statutory federal income tax rate   34%     34%  
  Effective income tax rate   0%     0%  
               
  Deferred tax asset   48,467     37,983  
  Less: Valuation allowance   (48,467 )   (37,983 )
               
  Net deferred tax asset   -     -  

The potential income tax benefit of these losses has been offset by a full valuation allowance.

   

As at 30 November 2009, the Company has an unused net operating loss carry forward balance of approximately $142,549 that is available to offset future taxable income. This unused net operating loss carry- forward balance expires through 2030.

   
10.

Supplemental Disclosures with Respect to Cash Flows


    For the        
    period from For the For the For the For the
    the date of three three nine nine
    inception on month month month month
    18 March period period period period
    2005 to 30 ended 30 ended 30 ended 30 ended 30
    November November November November November
    2009 2009 2008 2009 2008
    $ $ $ $ $
  Cash paid during the period for interest          
  Cash paid during the period for income taxes - - - - -

  On 29 August 2006, 4,000 common shares valued at $0.005 per share of the Company were issued to an officer and director of the Company for services rendered (Note 8).


18

Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2009

On 1 February 2007, 2,000 common shares valued at $0.005 per share of the Company were issued to a director of the Company for services rendered (Note 8).
   
On 30 April 2007, 1,000,000 common shares of the Company were returned to treasury and cancelled; $5,000 was returned to the investors (Note 8).
   
During the year ended 28 February 2009, two former officers and directors of the Company forgave loans to the Company totaling $38,950. This loan forgiveness has been recorded as contributions to capital.
   
During the year ended 28 February 2009, the Company abandoned it interest in the Bald Mountain Claims and recorded a recovery of mineral property acquisition costs of $5,000. This amount was previously recorded as payable on 28 September 2007 (Note 3).
   
During the nine month period ended 30 November 2009, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2008 – $9,000, cumulative – $42,000) and for rent in the amount of $1,800 (30 November 2008 – $1,800, cumulative – $9,600) (Notes 7 and 8).
   
11. Subsequent Events
   
There are no subsequent events from the date of the nine month period ended 30 November 2009 to the date the financial statements were available to be issued on 14 January 2010.


19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are statements that relate to future events or future financial performance. In some cases, you can identify forward looking statements by the use of terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “predict”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements speak only as of the date of this quarterly report on Form 10-Q. Examples of forward-looking statements made in this quarterly report on Form 10-Q include statements pertaining to, among other things:

  • our desire to acquire oil and gas properties or opportunities;
  • capital expenditure programs;
  • projections of market prices and costs;
  • supply and demand for natural gas and crude oil;
  • our need for, and our ability to raise, capital; and
  • treatment under governmental regulatory regimes and tax laws.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

  • our ability to establish or find oil and natural gas properties, or oil or natural gas resources or reserves;
  • volatility in market prices for natural gas and crude oil;
  • liabilities inherent in natural gas and crude oil operations;
  • uncertainties associated with estimating natural gas and crude oil resources or reserves;
  • competition for, among other things, capital, resources, undeveloped lands and skilled personnel;
  • political instability or changes of laws in the countries in which we operate and risks of terrorist attacks;
  • incorrect assessments of the value of acquisitions;
  • geological, technical, drilling and processing problems;
  • other factors discussed under the section entitled “Risk Factors” beginning on page 24 of this quarterly report on Form 10-Q, below.

These risks, as well as risks that we cannot currently anticipate, could cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward looking statements.

Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward looking statements to conform these statements to actual results.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report on Form 10-Q.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


20

Corporate Overview

Our company was incorporated under the laws of Nevada on March 18, 2005. From inception until the summer of 2008, we were engaged in the mineral exploration business. During the summer of 2008, we abandoned our mineral exploration properties. We have now transitioned from the mineral exploration business to the oil and natural gas business and we are currently searching for oil and gas exploration opportunities.

We have begun to look for oil and gas opportunities in emerging North American shale plays such as the Marcellus Shale, the Mowry Shale, the Utica Shale and the Bakken Formation, among other as yet unidentified opportunities. We have also begun to look to hire veteran industry experts to expand our management team and better position our company in the oil and gas business.

We believe that developments in technology and increasing energy prices made development of gas shales in North America a priority among exploration and production companies. We intend to continue our search for ‘large footprint’ oil and gas rights in less developed shale plays that offer a similar prospect for appreciation in value, and are prospective for large scale development.

We intend to add experts in finance, geology, engineering, and land management to better capitalize on the specific opportunities available to the company. Our CEO is an engineer by training with experience in finance and oil and gas exploration and production. We intend to attract and retain additional specialists to address the specific market segment already identified and to cultivate additional value for shareholders. Specialists include geologists with experience identifying regions prospective for oil and gas in place, land managers capable of acquiring large contiguous blocks of land, and engineers who know how to advance exploration into production.

Liquidity and Capital Resources

Our financial condition for the three and nine month periods ended November 30, 2009 and 2008 and as of November 30, 2009 and February 28, 2009 for the respective items are summarized below.

We have suffered recurring losses from inception. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new or existing shareholders, and our ability to achieve and maintain profitable operations.

Working Capital

    November 30,     February 28,  
    2009     2009  
Current Assets $  15,805   $  2,448  
Current Liabilities   2,202     9,163  
Working Capital (Deficit) $  13,603   $  (6,715 )

As of November 30, 2009 our working capital increased by $20,318 due to a promissory note issued by us for $50,000. The funds received have been used to pay operating costs. We have incurred recurring losses from inception. Our ability to meet our financial obligations and commitments is primarily dependent upon the continued financial support of our shareholders, directors and the continued issuance of equity to new and existing shareholders.

Cash Flows

    For the three     For the three     For the nine     For the nine  
    month period     month period     month period     month period  
    ended 30     ended 30     ended 30     ended 30  
    November 2009     November 2008     November 2009     November 2008  
Cash flows used in $  (9,050 ) $  (36,959 ) $  (35,515 )   (42,112 )
operating activities                        


21

    For the three     For the three     For the nine     For the nine  
    month period     month period     month period     month period  
    ended 30     ended 30     ended 30     ended 30  
    November 2009     November 2008     November 2009     November 2008  
Cash flows from $  -   $  51,031   $  48,872     56,154  
financing activities                        
Cash flows from $  -   $  -   $  -     -  
investing activities                        
Increase (decrease) $  (9,050 ) $  14,072   $  13,357     14,042  
in cash                        

Cash flow used in operating activities

Our cash used in operating activities for the three months ended November 30, 2009 compared to our cash used in operating activities for the three months ended November 30, 2008 decreased by $27,909, 76% largely due to payments made to creditors in 2008.

Our cash used in operating activities for the nine months ended November 30, 2009 compared to our cash used in operating activities for the nine months ended November 30, 2008 decreased by $6,597, 16% largely due to a recovery of mineral property acquisition cost in 2008.

Cash flow provided by financing activities

Our cash provided by financing activities for the three months ended November 30, 2009 compared to our cash provided by financing activities for the three months ended November 30, 2008 decreased by $51,031 or 100%, due to the sale of common shares for net proceeds of $50,000 and an advance by a related party of $1,031 in 2008.

Our cash provided by financing activities for the nine months ended November 30, 2009 compared to our cash provided by financing activities for the nine months ended November 30, 2008 decreased by $7,282 or 13% largely due to the repayment of advances from a related party. The 2009 financing was completed by issuing a $50,000 promissory note while the 2008 financing raise $50,000 by issuing common shares.

Cash Provided by Investing Activities

No cash was used in or provided by investing activities for either the three months or for the nine months ended November 30, 2009 or 2008.

Results of Operation

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three and nine month period ended November 30, 2009.

Revenues

We have had no operating revenues since our inception on March 18, 2005 through to the period ended November 30, 2009. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Expenses

The tables below show our operating results for the three month and nine month periods ended November 30, 2009 and 2008.


22

  For the   For the   For the   For the  
  three month   three month   nine month   nine month  
  period ended   period ended   period ended   period ended  
  30 November   30 November   30 November   30 November  
  2009   2008   2009   2008  
  $            $   
                 
Expenses                
Bank charges and interest 62   126   234   160  
Consulting fees -   -   -   -  
Filing fees 525   1,668   1,916   2,668  
Interest expense 625   -   1,152   -  
Investor relations -   730   -   730  
Legal and accounting fees 7,106   11,890   24,934   21,423  
Licenses and permits -   638   -   763  
Management fees 3,000   3,000   9,000   9,000  
Mineral property expenditures -   -   -   -  
Office expenses 5   294   48   439  
Recovery from mineral property                
acquisition costs -   -   -   (5,000 )
Rent 600   600   1,800   1,800  
Transfer agent fees 825   1,368   2,550   2,955  
Web site development -   -   -   -  
Write down of mineral property                
acquisition costs -   -   -   -  
                 
Net loss for the period (12,748 ) (20,314 ) (41,634 ) (34,938 )

In the three month period ended November 30, 2009 our expenses decreased $7,566 or 37% relative to the three month period ended November 30, 2008, due to reductions in legal, accounting and filing fees in the period.

In the nine month period ended November 30, 2009 our expenses of increased by $6,696 or 19% relative to the nine month period ended November 30, 2008 due primarily to a $5,000 recovery of mineral property acquisition costs, higher accounting and legal fees, and higher interest expenses, offset by investor relation and filing fees in 2008.

Anticipated Cash Requirements

We continue to look for oil and gas opportunities in emerging North American shale plays such as the Marcellus Shale, the Mowry Shale, the Utica Shale and the Bakken Formation, among other as yet unidentified opportunities. We continue to look to hire veteran industry experts to expand our management team and better position our company in the oil and gas business.

We believe that developments in technology and increasing energy prices made development of gas shales in North America a priority among exploration and production companies. We intend to continue our search for ‘large footprint’ oil and gas rights in less developed shale plays that offer a similar prospect for appreciation in value, and are prospective for large scale development.


23

We intend to add experts in finance, geology, engineering, and land management contemporaneously with our identification of a prospective project to better capitalize on the specific opportunities available to the company. Our CEO is an engineer by training with experience in finance and oil and gas exploration and production. We intend to attract and retain additional specialists to address the specific market segment already identified and to cultivate additional value for shareholders. Specialists include geologists with experience identifying regions prospective for oil and gas in place, land managers capable of acquiring large contiguous blocks of land, and engineers who know how to advance exploration into production.

Our plan of operation over the next 12 months is to identify a suitable natural gas, oil, or oil and natural gas opportunity and to raise sufficient capital to initiate exploration or development, and in turn to deploy capital to proceed with an exploration or development plan.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Expense   Amount  
Bank charges and interest $  3,000  
Filing fees   3,000  
Investor relations   1,000  
Legal and accounting fees   36,000  
Licenses and permits   1,000  
Mineral property expenditures   1,000,000  
Transfer agent fees   4,000  
Total: $  1,048,000  

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

We cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. As of November 30, 2009, our assets only consisted of cash and cash equivalents in the amount of $15,805. Management believes that our capital resources are not adequate to continue operating and maintaining our business strategy for the fiscal year ending February 28, 2010. Because we do not have sufficient assets or any revenue from operations, we do not believe that we will be able to raise capital from traditional lending sources. Although we have historically raised capital from sales of equity and issuing debt, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital in the near future, due to our liquidity problems, management expects that we will need to curtail or cease operations. These circumstances raise substantial doubt about our ability to continue as a going concern. Our independent auditors also included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern to their report on our financial statements for the year ended February 28, 2009, which are included in our annual report on Form 10-K filed on May 22, 2009.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


24

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the third quarter of our fiscal year ended February 28, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Certifications

Certifications with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) of the Exchange Act are attached to this quarterly report on Form 10-Q.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.


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Risks Related to our Company

The recent global economic crisis resulted in reduced demand worldwide for oil and natural gas which, in turn, has lead to lower commodity prices. This has had an adverse impact on capital markets, making it more difficult for companies like ours to raise money to fund our operations. If the current global economic crisis continues, we may find it to be more difficult to raise money to pay for acquisitions and exploration activities.

Since October 2008, oil prices decreased by two thirds from their highest prices and natural gas prices have decreased as much as 50% but the costs of exploration, development and production have not yet adjusted to current economic conditions or the reduction in commodity prices. Prolonged, substantial decreases in oil and natural gas prices would likely have a material adverse effect on our business, financial condition and results of operations.

Capital and credit markets experienced unprecedented volatility and disruption during the last half of 2008 and the early part of 2009 and they continue to be unpredictable. Given the current levels of market volatility and disruption, the availability of funds from those markets has diminished substantially. Further, concerns about the stability of financial markets generally and the solvency of borrowers specifically has increased the cost of accessing the credit markets, as many lenders have raised interest rates, enacted tighter lending standards or altogether ceased to lend money.

Due to these capital and credit market conditions, we cannot be certain that funding will be available to us in amounts or on terms that we believe are acceptable.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation. During the nine-month period ended November 30, 2009, we incurred a net loss of $41,634. From inception through November 30, 2009, we incurred an aggregate loss of $233,129. We anticipate that we will continue to incur operating expenses without generating any revenues unless and until we are able to identify, acquire and develop an oil and gas opportunity. In addition, we expect that our operating expenses will increase substantially over the next 12 months as we ramp-up our proposed oil and gas business. We estimate our average monthly expenses over the next 12 months to be approximately $60,000, including general and administrative expenses but excluding property acquisition costs and the cost of any exploration activities. On November 30, 2009, we had cash and cash equivalents of approximately $15,805. In order to fund our anticipated budget for the next 12 months, including property acquisition costs, we believe that we will need to raise approximately $1,100,000. This amount could increase if we encounter difficulties that we cannot anticipate at this time. As we cannot assure a lender that we will be able to successfully acquire, explore and exploit an oil or natural gas property, we will almost certainly find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from the sale of equity securities but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our financial statements for the year ended February 28, 2009, which are included in our annual report on Form 10-K filed on May 22, 2009. Although our financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.


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We are an exploration stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are an exploration stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. We have only recently transitioned our company to the oil and gas business and we do not own any oil or gas properties, nor do we have an established history of locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our business is unproved. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Our only director and executive officer is employed elsewhere and his time and effort will not be devoted to our company full-time.

Our sole director and officer works for our company on an “as-needed” basis and he is employed in other positions with other companies. As a result, our company is and will continue to be managed on a part-time basis unless and until we can identify and hire additional skilled management personnel. Our business could be adversely impacted by the lack of full time management.

Because our sole director and officer is not a resident of the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our sole director and officer.

Our sole director and officer is not a resident of the United States, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our sole officer and director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

If we are unable to successfully recruit qualified managerial and field personnel having experience in oil and gas exploration, we may not be able to continue our operations.

In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting qualified managerial and field personnel having experience in the oil and gas exploration business. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We hope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.


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Risks Relating to our Business and the Oil and Gas Industry

The oil and gas industry is highly competitive and there can be no assurance that we will be able to compete effectively.

The oil and gas industry is highly competitive. Although we do not believe that we will compete with other oil and gas companies for the sale of any oil and gas that we may produce, as there is sufficient demand in the world market for these products, we will compete with other oil and natural gas companies and other individuals for desirable oil and natural gas leases, drilling equipment, personnel and funds. Many of the companies that we will compete with have longer operating histories and substantially greater financial and other resources than we do. These larger or more experienced competitors may be able to more easily access capital markets than we can and may enjoy a competitive advantage in the recruitment of qualified personnel. They may be able to absorb the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced prices for oil and gas more easily than we can. Our competitors may be able to pay more for oil and gas leases and properties and may be able to define, evaluate, bid for and purchase a greater number of leases and properties than we can. Further, these companies may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to acquire additional properties in the future will depend upon our ability to conduct efficient operations, evaluate and select suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment. If we cannot compete, our business will fail and you could lose your entire investment.

There can be no assurance that we will identify and acquire an oil and natural gas exploration property. Even if we do acquire such a property, there can be no assurance that we will discover oil or natural gas in any commercial quantity thereon.

Exploration for economic reserves of oil and natural gas is subject to a number of risks. Even if we are able to acquire an oil or natural gas exploration property, few properties that are explored are ultimately developed into producing oil and/or natural gas wells. If we cannot acquire one or more oil or natural gas opportunities and discover or develop oil or natural gas in any commercial quantity thereon, our business will fail.

Oil and natural gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated.

Oil and natural gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and natural gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our proposed activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, which could have an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any money on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to begin, expand or maintain our operations.

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour natural gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.


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Even if we acquire an oil and natural gas exploration property and establish that it contains oil or natural gas in commercially exploitable quantities, the potential profitability of oil and natural gas ventures depends upon factors beyond the control of our company.

Even if we are able to acquire an oil or gas property and establish the presence of any oil or gas reserves, our ability to produce and market oil and gas will be subject to:

  • the availability of adequate pipeline transmission facilities or carrying capacity;
  • government regulation of natural gas and oil production;
  • government transportation, tax and energy policies;
  • changes in supply and demand; and
  • general economic conditions.

Our future performance is dependent upon our ability to identify, acquire and develop oil and gas properties, the failure of which could result in under use of capital and losses.

Our future performance depends upon our ability to identify, acquire and develop oil and gas reserves that are economically recoverable. Our success will depend upon our ability to acquire working and revenue interests in properties upon which oil and gas reserves are ultimately discovered in commercial quantities, and our ability to develop prospects that contain proven oil and gas reserves to the point of production. Without successful acquisition and exploration activities, we will not be able to develop oil and gas reserves or generate revenues. We cannot provide you with any assurance that we will be able to identify and acquire oil and gas reserves on acceptable terms, or that oil and gas deposits will be discovered in sufficient quantities to enable us to recover our exploration and development costs or sustain our business.

Exploratory drilling involves many risks that are outside our control which may result in a material adverse effect on our business, financial condition or results of operations.

The business of exploring for and producing oil and gas involves a substantial risk of investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive or that, although productive, the wells may not produce oil or gas in economic quantities. Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, power outages, sour gas leakage, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic if water or other deleterious substances are encountered that impair or prevent the production of oil or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. Therefore, even if we acquire an oil or gas property or interest, there can be no assurance that we will be able to produce any oil or gas.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 150,000,000 shares of common stock with a par value of $0.0001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more properties, to fund our proposed exploration programs and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.


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Trading of our stock is restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Bulletin Board, none of our shares have yet been purchased or sold on that market. Even when a market is established and trading begins, trading through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.


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We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit  
No. Description
3.1 Articles of Incorporation (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)
3.2 By-laws (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)
3.3 Certificate of Change (attached as an exhibit to our current report on Form 8-K filed on September 15, 2008)
10.1 Option Agreement (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)
10.2 Geological Summary Report (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)
10.3 Form of Private Placement Subscription Agreement (attached as an exhibit to our current report on Form 8-K filed on November 6, 2008)
10.4 Form of Private Placement Subscription Agreement dated June 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 16, 2009)
10.5 Form of promissory note dated June 15, 2009 (attached as an exhibit to our quarterly report on Form 10- Q filed on June 16, 2009)
31.1* Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
32.1* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

* Filed herewith.


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SIGNATURES

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.

STRIKER ENERGY CORP  
   
   
   
/s/ Joseph Carusone  
Joseph Carusone,  
President, CEO, CFO, Secretary, Treasurer  
and Director  
(Principal Executive Officer,  
Principal Financial Officer and  
Principal Accounting Officer)  
   
Date: January 14, 2010