Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
State Issuer's revenues for its most recent fiscal year: $Nil
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $165,779.40, based on a price of $0.03 per share, being the average of bid and ask prices on December 31, 2007 as quoted on the Pink Sheets LLC
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date.
27,407,208 common shares issued and outstanding as of May 2, 2008
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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PART I
Forward Looking Statements.
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors and the risks set out below, any of which may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
- risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations;
- mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;
- the potential for delays in exploration or development activities or the completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and exploration; and
- other risks and uncertainties related to our prospects, properties and business strategy.
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.
Forward looking statements are made based on managements beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
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In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this annual report, the terms we, us, our, the Company and Maverick mean Maverick Minerals Corporation and our subsidiary, Eskota Energy Corporation, unless otherwise indicated.
Item 1. Description of Business.
General
We were incorporated in the State of Nevada on August 27, 1998 under the name Pacific Cart Services Ltd. Following our incorporation, we pursued opportunities in the business of franchising fast food distributor systems.
We were not successful in implementing our business plan as a fast food distributor systems business. As management of our company investigated opportunities and challenges in the business of being a fast food distributor systems company, management realized that the business did not present the best opportunity for our company to realize value for our shareholders. Accordingly, we abandoned our previous business plan.
On March 22, 2002, we changed our name to Maverick Minerals Corporation to reflect our change in focus to holding and developing mineral and resource projects. We are an exploration stage company that has not yet generated or realized any revenues from our business operations. Our company does not currently own any property interests.
Corporate History
From November 2001 until February 2003, we held a 100% interest in the Silver, Lead, Zinc, Keno Hill mining camp in Yukon, Canada through our then subsidiary, Gretna Capital Corporation. Despite a tenure marked by historic maintenance cost reductions and extensive research into a new hydrometallurgical approach to production and environmental remediation at the mine site, the project endured through a period of low commodity prices. On January 1, 2003 we defaulted on a payment of Cdn$1,050,000 required under an agreement of purchase and sale for the acquisition of an interest in the project. Due to the default, the Company was divested of its claims by its creditors by way of court action which culminated on February 14, 2003.
On April 21, 2003 we closed a transaction, as set out in the Purchase Agreement with UCO Energy Corporation (UCO) to purchase the outstanding equity of UCO. To facilitate the transaction, we issued 37,580,400 common shares in exchange for all the issued and outstanding common shares of UCO. As a result of the transaction, the former shareholders of UCO held approximately 90% of the issued and outstanding common shares of Maverick. A net distribution of $944,889 was recoded in connection with the common stock of Maverick for the acquisition of UCO in respect of the Companys net liabilities at the acquisition date. UCO was in the business of pursuing opportunities in the coal mining industry. From July 7, 2003 until March 5, 2004, we were engaged in the waste coal recovery business by way of a lease agreement at the Old Ben Mine near Sesser, Illinois. We extracted coal fines from holding ponds with a leased dredge and subsequently dried them in a fines plant and sold the dried product to an electrical utility. The operation was conducted in our wholly owned subsidiary UCO.
Effective March 5, 2004, we were in default of our lease agreement that granted access to the waste coal. Default was a function of equipment malfunction and equipment lease default. Extensive efforts to refinance our coal recovery activities were undertaken post default in an effort to return to production. These efforts proved unsuccessful. In April, 2004 Maverick instituted new management at the annual meeting of its wholly-owned subsidiary, UCO Energy Corp. Subsequent to these events, our subsidiary reached a settlement agreement with the lessor of the coal lands and the lessor of our dredging equipment. The settlement provided for a mutual release between our subsidiary and each lessor independently.
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Maverick incorporated a wholly-owned subsidiary, Eskota Energy Corporation, Inc. (Eskota) a Texas company, in August, 2005. Eskota entered into an Assignment Agreement with Veneto Exploration LLC of Plano, Texas (Veneto) on August 18, 2005 pursuant to which we acquired certain petroleum and natural gas rights and leases, know as the S. Neill Unitized lease (the Eskota Leases) comprising a 75%+/- NRI and 100% working interest in approximately 6,000 acres in central Texas approximately 9 miles east of the town of Sweetwater, in exchange for a $1,400,000 note payable. An additional $375,000 cash was paid by the Company for the acquisition of the Eskota Leases.
Eskota was to receive all revenue rightfully owed under the above noted leases. Eskota agreed to contribute not less than $400,000 towards capital improvements on the said lease and equipment during the first twelve months after closing. The parties agreed to negotiate a reasonable covenant to ensure these expenditures were made. A note payable was signed on August 31, 2005 between Eskota and Veneto whereby Eskota promised to pay Veneto $700,000 before August 31, 2006, and $700,000 by May 31, 2007. In light of the above deadlines and the fact that the purchase price was predicated partially on down hole success from the initial re-works, management determined that it was not prudent to proceed with further investment on the property and that settlement discussions should begin with the Veneto for a mutual release and return of the property and retirement of the promissory note of $1,400,000 issued by the Company. The effect of the initial failure to increase production from the first two attempts to restore the existing wells was reflected in an asset impairment charge taken by the Company of $419,959 on its fiscal year end financial statement dated December 31, 2005.
In June 2005, the Company cancelled 54,379,318 common shares, under an agreement with certain stockholders, which included the former stockholders of UCO, and two other stockholders including the CEO of the Company. The former stockholders of UCO surrendered the majority of the shares which was approximately 95% of the total common shares that they held at the time. As a result of the share cancellation, one single common stockholder emerged as the majority stockholder with approximately 76% of the total issued and outstanding common shares.
In December 2005, Veneto gave notice to Eskota and Eskotas customers, to direct any cash payments relating to the Eskota Leases to Veneto directly as a result of non-payment of various payables by Eskota in relation to the Eskota Leases. As a result of this action, all revenues generated from the Eskota Leases were recognized by Veneto, and any expenses and obligations arising from the Eskota Leases after the notice was given, were assumed by Veneto. As a result, Eskota did not recognize revenue or operating expenses from the Eskota Leases during the year ended December 31, 2006.
Recent Corporate Developments
Since the commencement of our fiscal year ended December 31, 2005, we experienced the following significant corporate developments:
| 1. |
On February 20, 2006 Veneto and the Company purchased a natural gas lease in Stephens County, Texas, known as the Knox Lease. Veneto and the Company acquired the lease in equal undivided portions. The total purchase price for the lease, $55,000, was advanced 100% by the Company with the provision that the lease would subsequently be placed for resale with the understanding that each side would share in any profit after the return of the purchase price of $55,000 to the Company upon the completion of any sale. | |
| 2. |
In March 2006, management determined to not proceed further with the Eskota Leases and entered negotiations with Veneto to relieve the Company of their obligation under the note payable to Veneto. As a result, revenues, cost of goods sold, and gains and losses associated with the property have been reflected as income (loss) from discontinued operations. The Company has spent the time since divestiture evaluating oil and gas opportunities in Texas and other jurisdictions. | |
| 3. |
In April 2006, we issued 60,000 common shares at a price of $0.01 for $600 in respect of the exercise of stock options. As of December 31, 2006, we were still owed this amount |
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|
and it has been recorded as a share subscription receivable in our financial statements. | ||
| 4. |
In July, 2006, Veneto and Eskota entered into a mutual release agreement releasing Eskota of its note payable in the amount of $1,400,000, and in return Eskota assigned and transferred back to Veneto all its right, title and interest in the unitized lease, as well as the rights to the Knox Lease. In addition, Veneto assumed responsibility of all payables owing in relation to the properties, and any future obligations related to the properties. | |
| 5. |
Effective July 21, 2006, Moen and Company LLP resigned as our principal independent accountant. Subsequently, on November 2, 2006, we engaged BDO Dunwoody LLP as our principal independent accounting firm. | |
| 6. |
On February 29, 2008, the Board of Directors of the Company amended and restated the Companys bylaws. The amendment to the bylaws was for the purpose of, among other things, removing certain outdated and redundant provisions that existed in the Companys prior bylaws with respect to corporate governance, and shareholder and director meeting procedures. |
Our Current Business
We are an exploration stage company. We plan to continue to evaluate joint venture opportunities and oil and gas development and production prospects in West Texas, North West Texas and Saskatchewan. Our development work in Texas had been focused exclusively on optimizing existing non-producing wells on our previously owned 6,000 acre oil and gas lease in Nolan and Fisher counties outside of Sweetwater, Texas.
While we no longer own this lease we have through our efforts found a significant store of original core and drilling information unavailable for review since the 1970s at the time of the original drilling. These records, including logs and zone maps, are now in our possession.
We are in discussion with an experienced local geologist with the intention of re-modeling and analyzing the lease with the benefit of this new data. We believe a reasonable joint venture opportunity exists on this lease with the provision of advanced analysis using our proprietary data. While previous workings by our company were exclusively on pre-existing wells, new modeling may identify one or several drill sites identified as proven, non-developed by an independent geologist working for our company in 2005. That work resulted in an SX-10 reserve report we previously disclosed. New modeling may also enhance recovery prospects up pipe in previously discovered but non-produced zones which could benefit from modern completion techniques.
We expect to continue our evaluation of joint venture production and development opportunities in North West Texas. Our company has engaged an independent geologist in Wichita Falls, Texas and has evaluated two prospects to date. One in Throckmorton County and one in Wilbarger County. Our company has acquired a good working knowledge of land value and recovery techniques over the past three years working in Texas and has developed working relationships we believe will be valuable in identifying appropriate ventures for our company going forward.
Increased expansion of the oil and gas sector in Saskatchewan, Canada may lead to joint venture opportunities in this region. The management of our company has been based in Saskatchewan in the recent past and has existing relationships with individuals and companies financing and producing oil in this jurisdiction. We contemplate evaluating joint venture opportunities in Saskatchewan in the next 12 months. As an exploration stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a prospective property through which we can pursue our plan of operation. If we are unable to secure adequate capital to
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continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.
Competition
We are an exploration stage company engaged in the acquisition of a prospective mineral or oil and gas property. As we currently do not own an interest in a mineral or oil and gas property, we compete with other companies for both the acquisition of prospective properties and the financing necessary to develop such properties.
We conduct our business in an environment that is highly competitive and unpredictable. In seeking out prospective properties, we have encountered intense competition in all aspects of our proposed business as we compete directly with other development stage companies as well as established international companies. Many of our competitors are national or international companies with far greater resources, capital and access to information than us. Accordingly, these competitors may be able to spend greater amounts on the acquisition of prospective properties and on the exploration and development of such properties. In addition, they may be able to afford greater geological expertise in the exploration and exploitation of mineral and oil and gas properties. This competition could result in our competitors having resource properties of greater quality and attracting prospective investors to finance the development of such properties on more favorable terms. As a result of this competition, we may become involved in an acquisition with more risk or obtain financing on less favorable terms.
Compliance with Government Regulation
We will not know the government regulations and the cost of compliance with such regulations with which we must comply until such time as we acquire an interest in a particular mineral or oil and gas property. If we are successful in acquiring a property interest, we will be required to comply with the regulations of governmental authorities and agencies applicable to the federal, state or provincial and local jurisdictions where the property is located. Exploitation and development of mineral and oil and gas properties may require prior approval from applicable governmental regulatory agencies. There can be no assurance that such approvals will be obtained.
If our activities should advance to the point where we engage in mining or oil and gas operations, we could become subject to environmental regulations promulgated by federal, state or provincial, and local government agencies as applicable. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with the mining and oil and gas industries which could result in environmental liability. A breach or violation of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental assessments are increasingly imposing higher standards, greater enforcement, fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance in respect of environmental regulation has the potential to reduce the profitability of any future revenues that our company may generate.
Employees
We have no employees other than Robert Kinloch, our president, chief executive officer, chief financial officer and our sole director and Donald Kinloch, our secretary and treasurer. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. We do not have an employment agreement with any of our officers or our sole director.
Risks And Uncertainties
Much of the information included in this annual report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and
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estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.
We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.
We had cash in the amount of $96 and a working capital deficit of $1,348,685 as of December 31, 2007. We do not have sufficient funds to continue to evaluate joint venture opportunities and oil and gas development and production prospects in West Texas, North West Texas and Saskatchewan, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to continue to evaluate joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan. Obtaining additional financing is subject to a number of factors, including market prices for minerals and oil and gas, investor acceptance of any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.
We currently do not generate revenues, and as a result, we face a high risk of business failure.
We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the evaluation of joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.
Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.
We incurred a net losses of $192,410 and $128,774 for the years ended December 31, 2007 and 2006, respectively. At December 31, 2007, we had an accumulated deficit of $1,912,569 and a working capital deficit of $1,348,685.
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 consolidated financial statements for the year ended December 31, 2007. Although our consolidated 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.
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Due to the speculative nature of the exploration of mineral and oil and gas properties, there is substantial risk that our business will fail.
The business of mineral and oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditures by our company in connection with the evaluation of joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan may not provide or contain commercial quantities of reserves.
Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.
Even if we are successful in acquiring an interest in a property that has proven commercial reserves of minerals or oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.
The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.
The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.
Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas, which may be acquired or discovered, will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.
The marketability of natural resources will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.
The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.
Oil and gas operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.
Oil and 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
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materials into the environment. Oil and 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 such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages, which it may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.
Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.
In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.
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 gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, 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.
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.
The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitability.
If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.
Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of mineral and oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to
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retain such employees after they are hired. At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.
Because our sole executive officer does not have formal training specific to mineral and oil and gas exploration, there is a higher risk our business will fail.
While Robert Kinloch, our director and executive officer, has experience managing a mineral exploration company, he does not have formal training as a geologist. Accordingly, our management may not fully appreciate many of the specific requirements related to working within the mining and oil and gas industry. Our management decisions may not take into account standard engineering or managerial approaches commonly used by such companies. Consequently, our operations, earnings, and ultimate financial success could be negatively affected due to our managements lack of experience in the industry.
Our executive officer has other business interests, and as a result, he may not be willing or able to devote a sufficient amount of time to our business operations, thereby limiting the success of our company.
Robert Kinloch presently spends approximately 60% of his business time on business management services for our company. At present, Mr. Kinloch spends a reasonable amount of time in pursuit of our companys interests. Due to the time commitments from Mr. Kinlochs other business interests, however, Mr. Kinloch may not be able to provide sufficient time to the management of our business in the future and our business may be periodically interrupted or delayed as a result of Mr. Kinlochs other business interests.
Our common stock is illiquid and shareholders may be unable to sell their shares.
There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.
Penny stock rules will limit the ability of our stockholders to sell their 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 customers 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 customers 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 purchasers 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
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believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, 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 its shares.
ITEM 2. DESCRIPTION OF PROPERTY.
We do not own any real property. Our principal business offices are located at 2501 Lansdowne Ave., Saskatoon, Saskatchewan, Canada S7J 1H3. These premises are provided to us without cost by our president, Robert Kinloch. Our offices consist of approximately 200 square feet. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.
ITEM 3. LEGAL PROCEEDINGS.
Other than as described below, we know of no material, active, or pending legal proceeding against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation where such claim or action involves damages for more than 10% of our current assets. There are no proceedings in which any of our company’s directors, officers, or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our company’s interest.
On December 14, 2005 our wholly-owned subsidiary, Eskota Energy Corporation, received a demand letter for $1,400,000 from Veneto Exploration LLC, the holder of a promissory note, alleging a specific default under the terms of the promissory note which did not relate to repayment. The alleged breach was disputed and the matter remained unresolved past our fiscal year ended December 31, 2005. On January 31, 2006, Veneto Exploration LLC filed a notice of foreclosure on the property underlying the promissory note's security. We entered into an amended agreement with Veneto Exploration LLC, wherein Veneto Exploration LLC agreed to take no further action before August 31, 2006. In July, 2006, we reached an agreement with Veneto Exploration LLC, whereby we agreed to assign the S. Neill and Knox leases to Veneto Exploration LLC in exchange for S. Neill and Knox releasing our company from the promissory note.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to the vote of the holders of our companys securities during the year ended December 31, 2007.
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PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
Our common shares were quoted for trading on the OTCBB on June 21, 1999 under the symbol PFCS. On February 15, 2002 our symbol changed to MAVM and on May 22, 2003 our symbol changed to MVRM. On August 29, 2006, our stock was delisted from the OTCBB and on August 31, 2006. it commenced trading on the Pink Sheets under the symbol MVRM. The following quotations obtained from StockWatch.com reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up or mark-down or commission and may not represent actual transactions.
The high and low bid prices of our common stock for the periods indicated below are as follows:
| Quarter Ended | High | Low |
| December 31, 2007 | $0.05 | $0.03 |
| September 30, 2007 | $0.04 | $0.03 |
| June 30, 2007 | $0.11 | $0.03 |
| March 31, 2007 | $0.10 | $0.04 |
| December 31, 2006 | $0.12 | $0.03 |
| September 30, 2006 | $0.10 | $0.03 |
| June 30, 2006 | $0.25 | $0.08 |
| March 31, 2006 | $0.14 | $0.08 |
Our common shares are issued in registered form. Pacific Stock Transfer Company, of 500 E. Warm Springs Road, Ste. 240, Las Vegas, NV 89119 (telephone: 702.361.3033; facsimile 702.433.1979) is the registrar and transfer agent for our common shares. As of May 2, 2008, we have 133 registered stockholders and 27,407,208 shares issued and outstanding.
Recent Sales of Unregistered Securities
None.
Dividends
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of directors.
Equity Compensation Plan Information
In September, 2002, our board of directors adopted a non-qualifying stock option plan, the purpose of which is to attract and retain the best available personnel and to provide incentives to employees, officers, directors and consultants, all in an effort to promote the success of our company. The plan authorized up to 3,000,000 shares of our common stock to be granted as incentive options. In June 2005, options to
13
purchase 1,000,000 common shares were granted to the Companys Chief Executive Officer and vested immediately upon grant. One half of the options were granted at an exercise price of $0.01 expiring September 30, 2006. The remaining half was granted at an exercise price of $0.03 expiring December 31, 2006. All options under this grant expired unexercised during the year ended December 31, 2006.
The following table provides a summary of the number of stock options granted under the qualifying and non-qualifying stock option plans, the weighted average exercise price and the number of stock options remaining available for issuance under the qualifying and non-qualifying stock option plans, all as at December 31, 2007:
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-Average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plan | |
| Equity compensation plans not approved by security holders | Nil | N/A | 2,865,000 |
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2007.
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following is a discussion and analysis of our plan of operation for the next twelve months ended December 31, 2008, and the factors that could affect our future financial condition and plan of operation. This discussion and analysis should be read in conjunction with our consolidated audited financial statements and the notes thereto included elsewhere in this annual report. Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.
Plan of Operation
For the next twelve months we plan to continue to evaluate joint venture opportunities and oil and gas development and production prospects in West Texas and North West Texas and Saskatchewan. Our development work in Texas had been focused exclusively on optimizing existing non-producing wells on our previously owned 6,000 acre oil and gas lease in Nolan and Fisher counties outside of Sweetwater, Texas.
While we no longer own this lease, we have through our efforts found a significant store of original core and drilling information unavailable for review since the 1970s at the time of the original drilling. These records including logs and zone maps and are now in the Companys possession.
We are in discussion with an experienced local geologist with the intention of re-modeling and analyzing the lease with the benefit of this new data. We believe a reasonable joint venture opportunity exists on this lease with the provision of advanced analysis using our proprietary data. While previous workings by the Company were exclusively on pre-existing wells, new modeling may identify one or several drill sites identified as proven, non-developed by an independent geologist working for the Company in 2005. That work resulted in an SX-10 reserve report. Previously drilled wells on the property have averaged 200,000 accumulated barrels of oil production over the life of the wells. New modeling may also enhance
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recovery prospects up pipe in previously discovered but non-produced zones which could benefit from modern completion techniques.
We expect to continue our evaluation of joint venture production and development opportunities in North West Texas. The company has engaged an independent geologist in Wichita Falls, Texas and has evaluated two prospects to date. One in Throckmorton County and one in Wilbarger County. The company has acquired a good working knowledge of land value and recovery techniques over the past three years working in Texas and has developed working relationships it believes will be valuable in identifying appropriate ventures for the company going forward.
Increased expansion of the oil and gas sector in Saskatchewan, Canada may lead to joint venture opportunities in this region. The management of the company has been based in Saskatchewan in the recent past and has existing relationships with individuals and companies financing and producing oil in this jurisdiction. We expect to evaluate a number of joint venture opportunities in Saskatchewan in the next 12 months.
Our initial attempt at optimizing existing wells owned by the company was not successful. While we believe our experience has increased our knowledge base which may allow us to be successful in the future there is no assurance that we will find and successfully finance a development opportunity and maintain an operation to a level that would allow an investor to obtain a return on their investment.
Our estimated expenses over the next twelve months are as follows:
Cash Requirements during the Next Twelve Months
| ($) | |
| General, Administrative and Corporate Expenses | 175,000 |
| Consulting and Due Diligence, Texas and Saskatchewan | 60,000 |
| Professional Fees | 80,000 |
| Joint Venture Programs | 750,000 |
| Total | $1,065,000 |
To date we have funded our operations primarily with loans from shareholders. We have received a verbal commitment from existing creditor shareholders to, under certain circumstances, forgive a portion of existing debt and or convert part or all of existing debt to shares in the company at or above determined market value. Any advance in the oil and gas development strategy set-out herein will require additional funds. These funds may be raised through equity financing, debt financing or other sources which may result in further dilution of the shareholders percentage ownership in the company. See Future Financing, below.
RESULTS OF OPERATIONS
Our operating results for the years ended December 31, 2006 and 2007 are summarized as follows:
| Year Ended December 31, 2007 | Year Ended December 31, 2006 | From Inception (April 21, 2003) to December 31, 2007 | |
| Revenue | - | - | - |
| Expenses | $192,410 | $246,538 | $942,884 |
| Other Expenses (Income) | - | $21,000 | $(180,016) |
| Loss (Income) from Discontinued Operations | - | $(138,764) | $1,149,701 |
| Net Loss | $192,410 | $128,774 | $1,912,569 |
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Revenues
We have had no operating revenues for the years ended December 31, 2007 and 2006. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.
Expenses
The major components of our expenses for the year are outlined in the table below:
| Year Ended December 31, | |||||||||
| Percentage | |||||||||
| 2007 | 2006 | Increase / | |||||||
| (Decrease) | |||||||||
| Audit Fees | $ | 64,616 | $ | 99,620 | (35.1% | ) | |||
| Accounting, legal, engineering & consulting, investor relations | 24,157 | 20,388 | 18.5% | ||||||
| Management fees and stock based compensation | 90,000 | 101,401 | (11.2% | ) | |||||
| Office | 1,365 | 1,516 | (9.96% | ) | |||||
| Transfer agent fees | 375 | 515 | (27.2% | ) | |||||
| Travel | 11,898 | 23,098 | (48.5% | ) | |||||
| Total Expenses | $ | 192,410 | $ | 246,538 | (21.2% | ) | |||
General and Administrative
The decrease in our general and administrative expenses for the year ended December 31, 2007 was primarily due to: (i) the reduction of stock-based compensation from 2006 to 2007 due to there being no significant stock options granted in 2006; and (ii) the reduction of audit fees relating to the preparation of our periodic reports under the Securities Exchange Act of 1934 and a reduction in travel expenses and management fees.
Working Capital
| Year Ended December 31, 2007 | Year Ended December 31, 2006 | |||
| Current Assets | $ | 96 | $ | 3,215 |
| Current Liabilities | 1,348,781 | 1,159,490 | ||
| Working Capital Deficiency | (1,348,685) | (1,156,275) |
Cash Flows
| Year Ended December 31, 2007 | Year Ended December 31, 2006 | |||
| Cash used in Operating Activities | $ | (128,933) | $ | (173,707) |
| Cash provided by Investing Activities | - | (55,000) | ||
| Cash provided by Financing Activities | 129,000 | 228,540) | ||
| Net Decrease in Cash | 67 | (167) |
As the Companys activity has declined over the period from 2006 to 2007, so have its cash expenditures. Funding for operating and investing activities was provided by non-interest bearing advances from a lender.
We had cash on hand of $96 and negative working capital of $1,348,685 as of December 31, 2007 compared to cash on hand of $29 and negative working capital of $1,156,275 for the year ended December
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31, 2006. We anticipate that we will incur approximately $1,065,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.
Discontinued Operations
In March 2006, management determined to not proceed further with the Eskota Leases and entered into negotiations with Veneto to relieve the Company of their obligation under the note payable to Veneto. As a result, revenues, cost of goods sold, and gains and losses associated with the property have been reflected as income (loss) from discontinued operations on the accompanying financial statements.
In July, 2006, Veneto and Eskota entered into a Mutual Release agreement releasing Eskota of its note payable in the amount of $1,400,000, and in return Eskota assigned and transferred back to Veneto all its right, title and interest in the unitized lease, as well as the rights to the Knox Lease. In addition, Veneto assumed responsibility of all payables owing in relation to the properties, and any future obligations related to the properties. As a result, Eskota recorded a net gain of $138,764 on the assumption of payables by Veneto, and has been reflected as income from discontinued operations on the accompanying financial statements.
Loans Payable
The Company has the following loans payable. These amounts are unsecured, bear no interest, with no specific terms of repayment.
| December 31, 2007 | December 31, 2008 | |||||
| Art Brokerage | $ | 836,640 | $ | 707,640 | ||
| Pride of Aspen Associates LLC | 311,400 | 311,400 | ||||
| Mr. Alonzo B. Leavell | 20,000 | 20,000 | ||||
| TOTAL | $ | 1,168,040 | $ | 1,039,040 |
Going Concern
The audited financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of May 15, 2008, we had cash of $3,758.50 and we estimate that we will require approximately $1,065,000 to fund our business operations over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date.
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 the December 31, 2007 and 2006 consolidated financial statements which are included with this annual report. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
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Future Financings
As of May 15, 2008, we had cash of $3,758.50 and we estimate that we will require approximately $1,065,000 to fund our business operations over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that date. We anticipate continuing to rely on equity sales of our common shares or shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders.
There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. 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, we will be forced to scale down or perhaps even cease the operation of our business.
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 are material to stockholders.
Employees
We currently have no employees, other than our executive officers, Robert J. Kinloch and Donald Kinloch, and we do not expect to hire any employees in the foreseeable future. We presently conduct our business through agreements with consultants and arms-length third parties.
New Accounting Pronouncements
Effective March 1, 2007, for US GAAP accounting purposes, the Company has adopted SFAS No. 155, Accounting for Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and No. 140 (SFAS 155). SFAS 155 allows any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. There in no impact on the Companys December 31, 2007 consolidated financial statements resulting from the adoption of SFAS 155.
The FASB has issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings.
FIN 48 requires that interest expense and penalties related to unrecognized tax benefits be recognized in the Statement of Loss and Comprehensive Loss. FIN 48 allows recognized interest and penalties to be classified as either income tax expense or another appropriate expense classification. If the Company recognizes interest expense or penalties on future unrecognized tax benefits, they will be classified as income tax expense.
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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of the provisions of SFAS No. 157.
In December, 2007 FASB issued FASB Statement No. 141 (revised 2007), Business Combinations (FASB 141R). FASB 141R changes the accounting for the acquisition of a business in fiscal years beginning after December 15, 2008. When effective, FASB 141R will replace existing FASB 141 in its entirety. FASB 141R will apply to a broad range of transactions, provides for new measurement and recognition requirements and provides new disclosure requirements for certain elements of an acquisition. FASB 141R will apply prospectively to business combinations with an acquisition date on or after the first annual reporting period beginning after December 15, 2008. Both early adoption and retroactive application are prohibited. The Company is currently evaluating the impact of the provisions of FASB 141R.
In February 2007, FASB issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". FASB 159 is effective for fiscal years beginning after November 15, 2007. FASB 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FASB 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The Company is currently evaluating the impact of the provisions of FASB 159.
In December 2007, FASB issued FASB statement No. 160 Non-controlling Interests in Consolidated Financial Statements an amendment of ARB No.51. This statement establishes accounting and reporting standards for the non-controlling interest in a subsidiary. The guidance is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of the provisions of FASB 160.
Application of Critical Accounting Estimates
The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. The financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
The preparation of our consolidated financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.
We follow the full cost method of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. We currently do not maintain any oil and gas assets, but are seeking opportunities in this industry. Such costs may include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities. Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers. The percentage of total reserve volumes produced during the year is multiplied by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether an impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.
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Estimates of undiscounted future cash flows that we use for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain future factors such as, crude oil and natural gas prices, production quantities, estimates of recoverable reserves, and production and transportation costs. Given the significant assumptions required and the strong possibility that actual future factors will differ, we consider the impairment test to be a critical accounting procedure.
In accordance with Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (''SFAS 143''), the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. We will record an asset retirement obligation to reflect its legal obligations related to future abandonment of its oil and gas interests using estimated expected cash flow associated with the obligation and discounting the amount using a credit-adjusted, risk-free interest rate. At least annually, we will reassess the obligation to determine whether a change in any estimated obligation is necessary. We will evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation has materially changed, we will accordingly update our assessment.
Management makes significant assumptions and estimates determining the fair market value of stock-based compensation granted to employees and non-employees. These estimates have an effect on the stock-based compensation expense recognized and the contributed surplus and share capital balances on the Companys Balance Sheet. The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. For non-employees, such amount is revalued on a quarterly basis. To date, substantially all of our stock option grants have been to non-employees. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the Black-Scholes calculation is the term of the award. These estimates involve inherent uncertainties and the application of management judgment.
These accounting policies are applied consistently for all years presented. Our operating results would be affected if other alternatives were used. Information about the impact on our operating results is included in the notes to our financial statements.
ITEM 7. FINANCIAL STATEMENTS
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| Report of Independent Registered Public Accounting Firm |
To the Directors and Stockholders of
Maverick Minerals Corporation
(An Exploration Stage Company)
We have audited the accompanying consolidated balance sheets of Maverick Minerals Corporation (an Exploration Stage Company) as of December 31, 2007 and 2006 and the consolidated statements of operations and comprehensive loss, cash flows and changes in capital deficit for the years then ended and the period from inception (April 21, 2003) to December 31, 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position of Maverick Minerals Corporation as of December 31, 2007 and 2006 and the results of its operations and its cash flows for the years then ended and for the period from inception (April 21, 2003) to December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had an accumulated deficit of $1,912,569 and negative working capital of $1,348,685 at December 31, 2007. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BDO Dunwoody LLP
Chartered Accountants
Vancouver, Canada
May 8, 2008
F-1
| MAVERICK MINERALS CORPORATION | ||||||
| (An Exploration Stage Company) | ||||||
| Consolidated Balance Sheets | ||||||
| (Expressed in U.S. Dollars) | ||||||
| December 31 | December 31 | |||||
| 2007 | 2006 | |||||
| Current Assets | ||||||
| Cash | $ | 96 | $ | 29 | ||
| Prepaid expenses | - | 3,186 | ||||
| TOTAL ASSETS | $ | 96 | $ | 3,215 | ||
| Current Liabilities | ||||||
| Accounts payable (Note 5) | $ | 130,741 | $ | 35,970 | ||
| Accrued liabilities | 50,000 | 84,480 | ||||
| Loans payable (Note 4) | 1,168,040 | 1,039,040 | ||||
| TOTAL LIABILITIES | 1,348,781 | 1,159,490 | ||||
| Capital Deficit | ||||||
| Capital Stock | ||||||
| Authorized: |
||||||
| 100,000,000 common shares at $0.001 par value | ||||||
| Issued and fully paid 27,407,208 (2006 - 27,407,208) common shares | ||||||
| Par value |
27,407 | 27,407 | ||||
| Share subscription receivable (Note 6) | (600 | ) | (600 | ) | ||
| Additional paid-in capital | 536,204 | 536,204 | ||||
| Deficit, accumulated during the exploration stage | (1,912,569 | ) | (1,720,159 | ) | ||
| Accumulated other comprehensive income | 873 | 873 | ||||
| TOTAL CAPITAL DEFICIT | (1,348,685 | ) | (1,156,275 | ) | ||
| TOTAL LIABILITIES AND CAPITAL DEFICIT | $ | 96 | $ | 3,215 |
The accompanying notes are an integral part of these financial statements
F-2
| MAVERICK MINERALS CORPORATION |
|||||||||
| (An Exploration Stage Company) | |||||||||
| Consolidated Statements of Operations and Comprehensive Loss | |||||||||
| (Expressed in U.S. Dollars) | |||||||||
| Cumulative From | |||||||||
| Date of Inception | |||||||||
| (April 21, 2003) | Year Ended | ||||||||
| to December 31 | December 31 | ||||||||
| 2007 | 2007 | 2006 | |||||||
| General and administration expenses | |||||||||
| Audit fees | $ | 207,021 | $ | 64,616 | $ | 99,620 | |||
| Freight | 7,601 | - | - | ||||||
| Insurance | 186,297 | - | - | ||||||
| Accounting, legal, engineering & consulting, | |||||||||
| investor relations | 192,326 | 24,157 | 20,388 | ||||||
| Management fees and stock based compensation (Notes 5 and 7) | 733,518 | 90,000 | 101,401 | ||||||
| Office | 55,934 | 1,365 | 1,516 | ||||||
| Telephone and utilities | 83,059 | - | - | ||||||
| Transfer agent fees | 7,450 | 375 | 515 | ||||||
| Travel | 178,322 | 11,898 | 23,098 | ||||||
| Wages and benefits | 86,588 | - | - | ||||||
| Gain on disposal of assets | (795,231 | ) | - | - | |||||
| Total general and adminstration expenses | 942,884 | 192,410 | 246,538 | ||||||
| Other income (expenses) | |||||||||
| Interest expense | (49,357 | ) | - | (21,000 | ) | ||||
| Loss on settlement of loan payable (Note 6) | (71,600 | ) | - | - | |||||
| Gain on liabilities write-off | 300,973 | - | - | ||||||
| 180,016 | - | (21,000 | ) | ||||||
| Loss from continuing operations | (762,868 | ) | (192,410 | ) | (267,538 | ) | |||
| Income from discontinued operations (Note 3) | (1,149,701 | ) | - | 138,764 | |||||