R
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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£
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Nevada
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98-0531819
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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565 Silvertip Road, Canmore,
Alberta
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T1W 3K8
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(Address
of principal executive offices)
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(Zip
Code)
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Page
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PART
I – FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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F-1
to F-5
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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5
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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7
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Item
4.
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Controls
and Procedures
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7
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PART
II – OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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7
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Item
1A.
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Risk
Factors
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7
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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7
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Item
3.
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Defaults
Upon Senior Securities
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8
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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8
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Item
5.
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Other
Information
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8
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Item
6.
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Exhibits
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9
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Signatures
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9
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Page
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Unaudited
Financial Statements
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Unaudited
Balance Sheets
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F-1
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Unaudited
Statements of Operations
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F-2
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Unaudited
Statements of Cash Flows
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F-3
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Notes
to Unaudited Financial Statements
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F-4
to F-5
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ASSETS
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November
30,
2008
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August
31,
2008
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||||||
Current
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||||||||
Cash
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$ | 137,982 | $ | 13,668 | ||||
Amounts
Receivable
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2,344 | 2,134 | ||||||
Deferred
offering costs
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- | 38,200 | ||||||
Total
Current Assets
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$ | 140,326 | $ | 54,002 | ||||
LIABILITIES
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||||||||
Current
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||||||||
Accounts payable and accrued
liabilities
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$ | 15,186 | $ | 34,490 | ||||
STOCKHOLDERS’ EQUITY
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||||||||
Capital
stock – Notes 3 and 5
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||||||||
Authorized:
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||||||||
75,000,000
common shares, par value $0.001 per share
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||||||||
Issued and
outstanding:
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||||||||
2,800,000
and 1,300,000 common shares at
November
30, 2008 and August 31, 2008, respectively
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2,800 | 1,300 | ||||||
Additional Paid-in
Capital
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174,000 | 63,700 | ||||||
Deficit
accumulated during the development stage
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(51,660 | ) | (45,488 | ) | ||||
Total
Stockholders’ Equity
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125,140 | 19,512 | ||||||
Total
Liabilities and Stockholders’ Equity
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$ | 140,326 | $ | 54,002 |
Three
Months ended November 30,
2008
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Three
Months
ended
November 30, 2007
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From
Inception
(March
19, 2007)
to
November 30, 2008
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||||||||||
Expenses
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||||||||||||
Organizational
costs
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$ | - | $ | - | $ | 1,250 | ||||||
Dry
hole costs
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- | - | 24,078 | |||||||||
Professional
fees
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5,442 | 3,000 | 24,137 | |||||||||
Office
and administration
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730 | 44 | 2,195 | |||||||||
Net
loss for the period
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$ | (6,172 | ) | $ | (3,044 | ) | $ | (51,660 | ) | |||
Basic
and diluted loss per share
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$ | (0.00 | ) | $ | (0.01 | ) | ||||||
Weighted
average number of
shares
outstanding
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1,596,703 | 270,497 | ||||||||||
Three
Months
ended
November 30, 2008
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Three
Months
ended
November 30, 2007
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From
Inception (March 19, 2007)
to
November 30, 2008
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||||||||||
Cash
flows used in Operating Activities
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||||||||||||
Net
loss for the period
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$ | (6,172 | ) | $ | (3,044 | ) | $ | (51,660 | ) | |||
Adjustment
to reconcile net loss to net cash used by operating
activities:
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||||||||||||
Deposit
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- | (643 | ) | - | ||||||||
Amounts
receivable
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(210 | ) | - | (2,344 | ) | |||||||
Deferred
offering costs
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38,200 | - | - | |||||||||
Accounts
payable and accrued liabilities
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(19,304 | ) | - | 15,186 | ||||||||
Net
cash provided by (used) in operating activities
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12,514 | (3,687 | ) | (38,818 | ) | |||||||
Cash
flows from Financing Activities
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||||||||||||
Issuance
of common shares
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111,800 | - | 176,800 | |||||||||
Net
cash provided by financing activities
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111,800 | - | 176,800 | |||||||||
Increase
(decrease) in cash during the period
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124,314 | (3,687 | ) | 137,982 | ||||||||
Cash,
beginning of period
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13,668 | 36,402 | - | |||||||||
Cash,
end of period
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$ | 137,982 | $ | 32,715 | $ | 137,982 | ||||||
Supplemental
disclosure of cash flow information:
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||||||||||||
Cash
paid for:
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||||||||||||
Interest
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$ | - | $ | - | $ | - | ||||||
Income
taxes
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$ | - | $ | - | $ | - | ||||||
·
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Focus
growth capital to higher quality
reservoirs;
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·
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Utilize
production enhancement techniques to increase productivity and add value
within the parameters of good oilfield production
practices;
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·
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Create
value from our asset base through exploitation, development and
exploration activities; and
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·
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Utilize
risk management opportunities through hedging or other means for cash flow
management.
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·
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Exhibit
the potential for delivering superior rates of return on capital
employed;
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·
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Accretive
to cash flow per share;
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·
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Accretive
to net asset value;
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·
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Accretive
to reserves per share;
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·
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Potential
for value enhancement through further exploitation, including improved
production practices, additional development drilling, infill drilling or
re-drilling/re-completion and improved marketing
arrangements;
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·
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Assets
that include associated undeveloped lands for development and exploration
opportunities;
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·
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Geological
opportunities with multi-zone potential;
and
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·
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Near-term
market access and sufficient infrastructure for increased
activity.
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Expense
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Amount
of direct or indirect payments to directors, officers, general partners,
10% shareholders or affiliates of the Issuer
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Amount
of direct or indirect payments to others
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Transfer
agent
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0
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0
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Legal
and Accounting
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0
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$ 619
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Costs
of the offering
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0
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$25,660
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Office
and Administration
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0
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$ 703
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Total
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0
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$26,982
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Expenses
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Amount of direct or indirect payments to
directors, officers, general partners, 10% shareholders or affiliates of
the Issuer
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Amount
of direct or indirect payments to others
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Exploration
and development activities
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0
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0
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Legal
and Accounting
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0
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0
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Consulting
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0
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0
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Office
Furniture, Equipment and Supplies
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0
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0
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Miscellaneous
Administration Expenses
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0
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0
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Working
capital
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0
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0
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TOTAL
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0
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0
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Number
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Description
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|||
3.1 |
Articles
of Incorporation.
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Incorporated
by reference to the Exhibits attached to the Corporation’s Form S-1 filed
with the SEC on May 29, 2008
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3.2 |
Bylaws.
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Incorporated
by reference to the Exhibits attached to the Corporation’s Form S-1 filed
with the SEC on May 29, 2008
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5 |
Legal
Opinion
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Incorporated
by reference to the Exhibits attached to the Corporation’s Form S-1 filed
with the SEC on May 29, 2008
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10.1 |
Farm-Out
Agreement dated July 9, 2007 between Dar Energy Inc. and SLAP,
Inc.
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Incorporated
by reference to the Exhibits attached to the Corporation’s Form S-1 filed
with the SEC on May 29, 2008
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31.1 |
Section
302 Certification - Principal Executive Officer
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Filed
herewith
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31.2 |
Section
302 Certification - Principal Financial Officer
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Filed
herewith
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32.1 |
Certification
Pursuant to 18 U.S.C.
Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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Filed
herewith
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32.2 |
Certification
Pursuant to 18 U.S.C.
Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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Filed
herewith
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/s/David
Wehrhahn
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/s/
Kelly Warrack
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Name:
David Wehrhahn
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Name:
Kelly Warrack
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Title:
President/CEO, Principal Executive Officer
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Title:
Chief Financial Officer, Principal Financial Officer
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