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EX-32.1 - CERTIFICATION - Cannabics Pharmaceuticals Inc.tegc10q_28feb11x321.txt
EX-31.1 - CERTIFICATION - Cannabics Pharmaceuticals Inc.tegc10q_28feb11x311.txt

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

                                   FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

                For the quarterly period ended February 28, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
              For the transition period from ________ to ________
                          Commission file # 333-106291

                              THRUST ENERGY CORP.
             (Exact Name of Registrant as Specified in its Charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   20-3373669
                    (I.R.S. Employer Identification number)

              1440-3044 BLOOR STREET WEST, TORONTO, ON     M8X 2Y8
              (Address of principal executive offices)    (Zip Code)

                   Issuer's telephone number: (647) 628-5375

           Securities registered under Section 12(b) of the Act: NONE

   Securities registered pursuant to Section 12(g) of the Act:
                         COMMON STOCK, $0.0001 PAR VALUE

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  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 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  [   ]                  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  [  ]

As  of  April  14,  2011,  the  Issuer  had  680,202  shares of its Common Stock
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]



PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THRUST ENERGY CORP. (An Exploration Stage Company) Balance Sheets February 28, 2011 (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------------ FEBRUARY 28, 2011 AUGUST 31, 2010 ------------------------------------------------------------------------------------------------------------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ - $ - Other receivable (Note 3) 102,228 94,960 ------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $ 102,228 $ 94,960 ================================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities $ 12,700 $ 1,470 Due to a related party 35,385 33,520 ------------------------------------------------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 48,085 34,990 ------------------------------------------------------------------------------------------------------------------ STOCKHOLDERS' EQUITY PREFERRED STOCK 100,000,000 preferred shares at a par value of $0.0001 per share Issued and outstanding: None - - COMMON STOCK 900,000,000 common shares at a par value of $0.0001 per share Issued and outstanding: 680,202 common shares (August 31, 2010: 680,202) 68 68 ADDITIONAL PAID-IN CAPITAL 362,285 362,285 (DEFICIT) ACCUMULATED DURING THE EXPLORATION STAGE (308,210) (302,383) ------------------------------------------------------------------------------------------------------------------ TOTAL STOCKHOLDERS' EQUITY 54,143 59,970 ------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 102,228 $ 94,960 ================================================================================================================== The accompanying notes are an integral part of these financial statements.
THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Stockholders' Equity For the period from September 15, 2004 (inception) to February 28, 2011 (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------------------------------ Deficit accumulated Total Additional Share during stockholders' Preferred Stock Common Stock paid-in subscriptions exploration equity Shares Amount Shares Amount capital received stage (deficiency) Issuance of common stock for cash July 5, 2005, $0.00005 per share - $ - 500,000 $ 50 $ 450 $ - $ - $ 500 Imputed interest from a shareholder - - - - 21 - - 21 Loss and comprehensive loss for the period - - - - - - (1,800) (1,800) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2005 - - 500,000 50 471 - (1,800) (1,279) ------------------------------------------------------------------------------------------------------------------------------------ Share subscription received - - - - - 165,000 - 165,000 Imputed interest from a shareholder - - - - 750 - - 750 Loss and comprehensive loss for the year - - - - - - (20,021) (20,021) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2006 - - 500,000 50 1,221 165,000 (21,821) 144,450 ------------------------------------------------------------------------------------------------------------------------------------ Share subscription received - - 180,198 18 360,377 (165,000) - 195,395 Imputed interest from a shareholder - - - - 687 - - 687 Loss and comprehensive loss for the year - - - - - - (23,203) (23,203) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2007 - - 680,198 68 362,285 - (45,024) 317,329 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the year - - - - - - (27,458) (27,458) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2008 - - 680,198 $ 68 $362,285 $ - $ (72,482) $ 289,871 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the year - - - - - - (114,921) (114,921) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2009 - - 680,198 $ 68 $ 362,285 $ - $ (187,403) $ 174,950 ------------------------------------------------------------------------------------------------------------------------------------ Issuance of common stock for debt settlement July 21, 2010, $0.10 per share - - 4 $ - $ - $ - $ - $ - Loss and comprehensive loss for the year - - - - - - (114,980) (114,980) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2010 - - 680,202 $ 68 $ 362,285 $ - $ (302,383) $ 59,970 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the period - - - - - - (5,827) (5,827) ------------------------------------------------------------------------------------------------------------------------------------ Balance, February 28, 2011 - - 680,202 $ 68 $ 362,285 $ - $ (308,210) $ 54,143 ==================================================================================================================================== The accompanying notes are an integral part of these financial statements.
THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Operations and Comprehensive Income (Loss) (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------------------------------ Cumulative from September 15, 2008 Six months ended Three months ended (inception) to February 28 February 28 February 28 February 28 February 28, 2011 2011 2010 2011 2010 ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES Accounting fees $ 49,318 $ 7,523 $ 6,763 $ 1,635 $ 1,198 Amortization 2,153 - - - - Bank charges 377 - 57 - 20 Filing fees 2,171 - - - - Business development 105,227 - - - - Interest 1,458 - - - - Leases 3,547 - - - - Legal 32,866 5,000 14,995 2,500 - Office 9,107 148 409 - 359 Transfer agent 7,809 424 424 151 195 Write-off of oil & gas property 97,635 - - - - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING LOSS 311,668 13,095 22,648 4,286 1,772 ------------------------------------------------------------------------------------------------------------------------------------ OTHER INCOME AND EXPENSES Foreign exchange (gain) loss (3,458) (7,268) - (7,268) - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) $ (308,210) $ (5,827) $ (22,648) $ 2,982 $ (1,772) FOR THE PERIOD ==================================================================================================================================== BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.01) $ (0.03) $ 0.00 $ (0.00) ==================================================================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - basic and diluted 680,202 680,198 680,202 680,198 ==================================================================================================================================== The accompanying notes are an integral part of these financial statements
THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Cash Flows (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) --------------------------------------------------------------------------------------------------------------- Cumulative from September 15, 2004 Six months ended (inception)to February 28 February28,2011 2011 2010 --------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net Income (Loss) $ (308,210) $ (5,827) $ (6,308) Adjustments for items not involving cash: - amortization 2,153 - - - imputed interest 1,458 - - - foreign exchange gain (2,228) (7,268) - - write off of oil & gas property 97,635 - - Changes in operating assets and liabilities - increase in due to a related party 35,385 1,865 1,592 - increase (decrease) in accounts payable and accrued liabilities 12,700 11,230 4,716 --------------------------------------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (161,107) - - --------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Acquisition of oil and gas interest (197,635) - - Purchase gas well option (2,153) - - --------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (199,788) - - --------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from issuance of common stock 360,895 - - --------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 360,895 - - --------------------------------------------------------------------------------------------------------------- INCREASE IN CASH - - - CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - - - --------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ - $ - =============================================================================================================== The accompanying notes are an integral part of these financial statements
NOTE 1 - NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS Thrust Energy Corp. is engaged in the exploration, exploitation, development and production of oil and gas projects within North America. We incorporated in the state of Nevada on September 15, 2004. Our principal offices are in Toronto, Ontario, Canada. Our fiscal year end is August 31. These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that we will be able to realize our assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred operating losses since inception and further losses are anticipated in the development of our business. As of February 28, 2011, we have limited financial resources and require additional financing to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate profitable mineral properties, generate revenue from our planned business operations, and control exploration cost. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Management plans to fund its future operation by obtaining additional financing and commencing commercial production. However, there is no assurance that we will be able to obtain additional financing from investors or private lenders. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents We consider all highly liquid investments and debt instruments purchased with maturity of three months or less to be cash equivalents. At February 28, 2011 and August 31, 2010, we had no cash and cash equivalents. Use of Estimates Accounting principles generally accepted in the United States of America require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk We place our cash and cash equivalents with high credit quality financial institutions in uninsured accounts. Fair Value of Financial Instruments Accounting Standards Codification ("ASC") 820 "Fair Value Measurements and Disclosures" requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The Company's financial instruments include other receivable, accounts payable and accrued liabilities and due to a related party. Fair values were assumed to approximate carrying value for these financial instruments, except where noted. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company is operating outside the United States of America and has significant exposure to foreign currency risk due to the fluctuation of currency in which the Company operates and U.S. dollars. Revenue Recognition We record revenue when title passes, delivery occurs to our customers and the customer assumes the risks and rewards of ownership, when the price is fixed and determinable, and when collectability is reasonably assured.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income Tax We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets when we consider realization of such assets to be less likely than not. Earnings (Loss) per Share Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted average number of shares outstanding during the period. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the treasury stock method. Basic and diluted loss per share is the same as the effect of the exercise of outstanding options would be anti-dilutive. Comprehensive Loss Comprehensive Income is the change in the Company's net assets that results from transactions, events and circumstances from sources other than the Company's shareholders and includes items that would not normally be included in net earnings such as unrealized gains or losses on available-for-sale investments. Other comprehensive income includes the holding gains and losses from available-for-sale securities, which are not included in net income (loss) until realized. For the three and six months periods ended February 28, 2011 and 2010 our only component of comprehensive income or loss was the net loss reported in the operations statement. Foreign Currency Translation We maintain our accounting records in U.S. Dollars. At the transaction date, each asset, liability, revenue and expense involves foreign currencies is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities involving foreign currencies are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. Our currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce our potential exposure to foreign currency risk. Oil and Gas Activity We follow the successful-efforts method of accounting for oil and gas property. Under this method of accounting, we capitalize all property acquisition cost and cost of exploratory and development wells when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, we charge to expense the cost of drilling the well. We include exploratory dry hole cost in cash flow from investing activities within the cash flow statement. We capitalize the cost of development wells whether productive or nonproductive. We expense as incurred geological and geophysical cost and the cost of carrying and retaining unproved property. We will provide depletion, depreciation and amortization (DD&A) of capitalized cost of proved oil and gas property on a field-by-field basis using the units-of-production method based upon proved reserves. In computing DD&A we will take into consideration restoration, dismantlement and abandonment cost and the anticipated proceeds from equipment salvage. When applicable, we will apply the provisions of ASC 410, Asset Retirement and Environmental Obligations, which provides guidance on accounting for dismantlement and abandonment cost. We review our long-lived assets for impairment when events or changes in circumstances indicate that an impairment may have occurred. In the impairment test we compare the expected undiscounted future net revenue on a field-by-field basis with the related net capitalized cost at the end of each period. Should the net capitalized cost exceed the undiscounted future net revenue of a property, we will write down the cost of the property to fair value, which we will determine using discounted future net revenue. We will provide an impairment allowance on a property-by-property basis when we determine that the unproved property will not be developed.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Stock-Based Compensation The Company adopted ASC 718, Compensation - Stock-Based Compensation, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. We did not grant any stock options during the three and six month periods ended February 28, 2011 and 2010. Recent Accounting Pronouncements Accounting Standards Update ("ASU") No. 2010-13 was issued in April 2010, and clarified the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades. This ASU will be effective for the first fiscal quarter beginning after December 15, 2010, with early adoption permitted. The adoption of ASU No. 2010-13 is not expected to have a material impact on the Company's financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company's financial statements upon adoption. NOTE 3 - WRITE-OFF OF GAS WELL OPTION On November 25, 2009, the Company obtained an assignment of a conditional right to acquire a working interest in certain natural gas properties located in Alberta (the "Prospect") from the well operator (an independent third party), which was subject to the Company providing up to $1,000,000 in financing for the completion of wells located on the Prospect. As consideration for the conditional right, the Company paid a total of $160,000 upon execution of the agreement, and were to issue 75 million common shares and 5 million preferred shares upon receiving a 4.9% working interest in wells to be completed on the Prospect. On January 22, 2010, the well operator informed the Company that it was in default of its obligations. As part of its negotiations with the well operator, the Company agreed to pay a further $100,000 CAD to the operator in respect of the Prospect. The Company paid a total of $25,000 CAD ($23,740) to the operator on February 8, 2010, but was unable to make any further payments. The payment to the operator was financed by a director of the Company. The Company is actively pursuing recovery of its cash investment in the Prospect. The well operator was obligated to return $100,000 CAD to the Company by January 6, 2011, but failed to do so. An additional $25,000 CAD is payable to the Company on demand without interest. No working interest or any other interest in the Prospect has been granted to the Company, and the Company is not pursuing the grant of any such interest related to the Prospect. As a result of conservatism, a total of $83,740 in costs relating to the acquisition of conditional rights to acquire an interest in the Prospect has been written off and expensed by the Company. NOTE 4 - PREFERRED AND COMMON STOCK We have 100,000,000 shares of preferred stock authorized and none issued. We have 900,000,000 shares of common stock authorized. All shares of stock are non-assessable and non-cumulative, with no preemptive rights. NOTE 5 - RELATED PARTY TRANSACTION On February 8, 2010, the Company's sole director advanced the sum of $25,000 CAD ($23,740) on behalf of the Company to the operator of certain natural gas wells located in Alberta. The advance has been recorded by the Company as a non-interest bearing, unsecured loan by our sole director to Thrust that is due and payable on demand. As of February 28, 2011, the entire principal amount of the advance is still outstanding.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES. We are an exploration stage oil and gas company that has not begun operations. We plan to acquire undivided working interests in small exploration properties and non-operating interests in both producing and exploration projects throughout the United States and Canada. We do not presently own or have any interest in any oil or natural gas properties. We are considering expanding the scope of our business to include mineral exploration and related services. We have not earned any revenue since the date of our inception. Our capital has been obtained via the issuance of common stock and shareholder loans. We do not presently have sufficient working capital to satisfy our cash requirements for the next twelve months of operations. Our director has undertaken to provide such financing as may be required to maintain nominal operations. We will require additional financing to pursue our business plan. We expect to obtain such financing through the issuance of debt instruments and the sale of our stock, but we cannot give any assurance that we will be able to obtain additional funding on commercially acceptable terms when it is required. If we fail to obtain the funding when it is needed, we may be required to forego or delay potentially valuable opportunities to acquire oil and gas interests, or we may default on future anticipated funding commitments to third parties and forfeit or dilute our rights in future anticipated oil and gas interests, or we may be required to cease operation altogether. We do not have any plans or contingencies in the event that we cease operating. On November 25, 2009, we obtained an assignment of the conditional right to acquire a working interest in certain natural gas properties located in Alberta (the "Prospect") from the well operator (an independent third party), which was subject to Thrust providing up to $1,000,000 in financing for the completion of wells located on the Prospect. As consideration for the conditional right, we paid a total of $160,000 upon execution of the agreement, and were to issue 75 million common shares and 5 million preferred shares upon receiving a 4.9% working interest in wells to be completed on the Prospect. On January 22, 2010, the well operator informed us that we were in default of our contractual obligations. As part of our negotiations with the well operator, we agreed to pay a further $100,000 CAD to the operator in respect of the Prospect. We paid a total of $25,000 CAD ($23,740) to the operator on February 8, 2010, but were unable to make any further payments. The payment to the operator was financed by a director of the Company. We are actively pursuing recovery of our cash investment in the Prospect. The well operator was obligated to return $100,000 CAD to the Company by January 6, 2011, but failed to do so. An additional $25,000 CAD is payable to us on demand without interest. No working interest or any other interest in the Prospect has been granted to Thrust Energy, and we are not pursuing the grant of any such interest related to the Prospect. As a result of conservatism, we have written off and expensed a total of $83,740 in costs relating to the acquisition of conditional rights to acquire an interest in the Prospect. As of February 28, 2011, we had total assets of $102,228 comprised entirely of other receivable from the operator of the Prospect. The change in the value of our assets from August 31, 2010 resulted from the appreciation of Canadian dollar over US dollar. As of February 28, 2011, our total liabilities increased to $48,085 from $34,990 as of August 31, 2010. The increase was primarily due to unpaid professional fees. We do not expect to purchase or sell any significant equipment nor do we expect any significant changes in the number of our employees. RESULTS OF OPERATIONS SIX MONTH PERIOD ENDED FEBRUARY 28, 2011 COMPARED TO THE SIX MONTH PERIOD ENDED FEBRUARY 28, 2010 We realized a net loss of $5,827 during the six months period ended February 28, 2011. Operating expenses during the period consisted of $7,523 in accounting and audit fees, $5,000 in legal fees and $572 in office and other general corporate expenses, and foreign exchange gain of $7,268. Operating expenses for the six months period ended February 28, 2010 were $6,763 in accounting fees, $14,995 in legal fees and $890 in office and other general corporate expenses.
QUARTER ENDED FEBRUARY 28, 2011 COMPARED TO THE QUARTER ENDED FEBRUARY 28, 2010 We realized a net income of $2,982 during the three months period ended February 28, 2011. Operating expenses during the period consisted of $2,500 in legal fees, $1,635 in accounting fees and 151 in office and other general corporate expenses, and foreign exchange gain of $7,268. Operating expenses for the three month period ended February 28, 2010 were $1,772 and were attributable to $1,198 in accounting fees, and $574 in office and other general corporate expenses. ITEM 4. CONTROLS AND PROCEDURES (i) (ii) As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being February 28, 2011. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are not effective. There have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. (iii) (iv) Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure. (v) PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material legal proceedings and to its knowledge, no such proceedings are threatened or contemplated. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS At present, our common stock is quoted on the Pink OTC Markets' OTCQB under the trading symbol TEGC. As of February 28, 2011 there were 34 owners of record of our common stock. DIVIDEND POLICY Our Board of Directors may declare and pay dividends on outstanding shares of common stock out of funds legally available therefor in our sole discretion; however, to date no dividends have been paid on common stock and we do not anticipate the payment of dividends in the foreseeable future. ITEM 3. DEFAULT UPON SENIOR NOTES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None.
ITEM 6. EXHIBITS EXHIBIT DESCRIPTION 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THRUST ENERGY CORP. Date: April 14, 2011 /s/ Thomas Mills Thomas E. Mills President, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Office