UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2011
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number000-31503
EDEN ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Nevada | N/A |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
| Suite 1660 – 1055 West Hastings St, Vancouver, BC V6E 2E9 | V6E 2E9 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| Registrant's telephone number, including area code: | 604.568.4700 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange On Which Registered |
| N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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 definition 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 [ ] No [X]
The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter) was $626,815 based on a $0.20 closing price for the Common Stock on June 30, 2011. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
6,629,528 as of April 17, 2012
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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PART I
Item 1. Business
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "Eden" mean Eden Energy Corp. and/or our subsidiaries, unless otherwise indicated.
General Overview
From mid 2004 through to mid 2008 we were an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the State of Nevada and in the Province of Alberta, Canada. Effective September 2006 we commenced with a natural gas development-drilling program in the White River Dome, Ant Hill Unit located in the Piceance Basin in Colorado. The White River Dome project became our primary focus of activity mid 2008 due to the belief it represented the combination of good commercial returns while providing a large number of low risk development locations. We commenced receiving revenues from our White River Dome project during 2008 and have moved from an exploration stage company to an operating company.
Net production from continuing operations in Colorado for the year ended December 31, 2011 was approximately 81,000 Mcfe as compared to approximately 205,000 Mcfe for the year ended December 31, 2010. Revenues recognized decreased due to lower production resulting in revenues received of $459,385 for the year ended December 31, 2011 as compared to $1.156 million for the year ended December 31, 2010. Part of the decline in 2011 was also attributable to the sale of the property effective October 31, 2011.
The decline in natural gas prices over the past two years has impaired the valuation of our Colorado assets and has eroded our access to reserve based financing for continued drilling in Colorado. The commencement date for our continuous drilling program in Colorado was extended to no later than July 1, 2010. On June 30, 2010 we provided notice to EnCana we would not drill additional earning wells nor continue the drilling program in Colorado thus terminating our Drilling and Development Agreement effective July 1, 2010. In conjunction with the Unit operator, Management continues to evaluate production data from its wells prior to making future decisions. Management plans to continue to review other potential exploration projects, which may be presented to them from time to time.
In order to continue operating we entered into a loan agreement whereby under certain terms and conditions we could borrow up to $1,000,000 from a company owned and controlled by our president. As of December 31, 2009 we had borrowed the full amount. Ongoing production related issues and the depressed state of natural gas prices continue to challenge our revenue projections and estimates of operating cash flows. Subsequent to December 31, 2011, the Company repaid $500,000 of this loan. Additional funds to meet loan retirement obligations and to cover future costs of company operations will be required as the loan is in default. There is uncertainty that further funding can be raised when necessary or that the loan can be extended upon maturity. Effectively the loan holder, who is also the sole remaining director and officer, has security over all of the assets of the Company and the Company is reliant upon his continued direction and support.
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Our company, Eden Energy Corp., was incorporated in the State of Nevada on January 29, 1999, under the name E-Com Technologies Corp. On June 16, 2004 we effected a 2 for 1 stock split of our common stock and our preferred stock. On August 6, 2004 we changed our name to Eden Energy Corp. and increased our authorized capital to 100,000,000 shares of common stock having a $0.001 par value and 10,000,000 shares of preferred stock having a $0.001 par value. On January 7, 2010 we effected a share consolidation of our authorized and issued and outstanding shares of common stock on a five (5) old for one (1) new basis, such that our authorized capital decreased from 100,000,000 shares of common stock with a par value of $0.001 to 20,000,000 shares of common stock with a par value of $0.001 and, correspondingly, our issued and outstanding shares of common stock decreased from 49,467,856 shares of common stock to 9,893,563 shares of common stock. On May 20, 2010, our Board of Directors approved an amendment to our Articles to increase our authorized share capital to 200,000,000 common shares with a par value of $0.001 per share. This increase in authorized capital received approval of the requisite stockholders of our shares at our Annual and Special Meeting held in Vancouver BC, Canada on August 3, 2010. Our authorized capital increased to 200,000,000 shares of common stock having a $0.001 par value and 10,000,000 shares of preferred stock having a $0.001 par value. On March 8, 2011, the Company effected a 1:5 reverse stock-split of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 200,000,000 shares of common stock with a par value of $0.001 to 40,000,000 shares of common stock with a par value of $0.001. The issued and outstanding share capital decreased from 9,893,563 shares of common stock to 1,978,894 shares of common stock.
During the year ended December 31, 2011, the Company issued the following shares: 300,000 shares by way of private placement, 47,000 shares by way of debt settlement, and 4,303,590 shares by way of debt settlement.
Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.
Our Current Business
We were primarily focused and engaged in managing the White River Dome, Ant Hill Unit Project in Colorado. During the year ended December 31, 2011 we sold our interest in this asset, but retained 50% of our interest in and to all rights below the base of the Iles formation. We expect to monitor industry activity in formations below the Iles formation and may pursue exploration of these rights if we deem them attractive. We will also continue to monitor new exploration projects that may be attractive, subject to financing.
White River Dome, Ant Hill Unit Drilling and Development Project – Colorado
The White River Dome, Ant Hill Project is a natural gas development-drilling program located in the Piceance Basin of western Colorado. Through agreements entered into September 1, 2006 and August 31, 2007 we have an 85% working interest in these prospective lands, and Eden carries the Unit Operator for 15% of the total well cost in each new well drilled on 40-acre drill site quarter/quarter section. For each well drilled, Eden earned a 100% interest in a diagonal 40-acre tract, located in the same 160-acre quarter section. The Unit Operator retains its 100% interest in the two remaining offset locations in each 160-acre drilling block. On July 26, 2010 Koch Exploration Company LLC was designated Unit Operator of the Ant Hill Unit assuming all rights, duties and obligations of the resigning Unit Operator, EnCana.
After the initial four locations were drilled, Eden elected to develop 4 additional 160-acre drilling blocks on acreage outside the existing PA’s under the same terms, which initiated Eden’s continuing drilling commitment. There are 34 potential 160-acre drilling blocks outside of the existing PA’s that have not been developed, resulting in 68 potential drilling locations on what is effectively 40-acre spacing. There is also the potential to develop the field on 20-acre spacing, which would provide for another 68 drilling locations. On June 30, 2010 we provided notice to EnCana that we would not drill additional earning wells nor continue the drilling program in Colorado thus terminating our Drilling and Development Agreement effective July 1, 2010. As a result of this election Eden will conduct no further well earning operations in the Ant Hill Unit, but will continue to manage its interests in the current wells and properties earned to date. Properties earned to date include the potential to drill up to 8 offset well locations, one for each of the 8 wells already drilled. This election has not impaired the remaining carrying value of proven reserves.
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Ant Hill Unit – Colorado
The primary targets are the Cameo Coal and Williams Fork Sandstones of the Cretaceous Mesaverde Group, found at an average depth of 8,100 feet. As of January 1, 2011 cumulative production from the field is in excess of approximately 85 Bcfe from 162 wells, with current production averaging 6.08 MMcf/d from 79 active wells. Typical well life in the field is in the range of 25-30 years. Gas from the Ant Hill unit typically contains about 25% carbon dioxide, which is removed at a local natural gas treatment plant. Drilling and completion costs have historically been in the $2,000,000 range per well throughout the field, though with service costs declining due to general economic conditions, we estimate costs now to be in the $1,500,000 range. Lease operating and gas gathering costs have increased in the unit with recent amendments to our agreements and the change in Unit operator. Operations in the White River Dome Field are largely prohibited in the winter months.
Effective March 1, 2011 we entered into an Amendment to Gas Marketing Agreement with Koch Exploration Company, LLC which provides that the Operator shall charge and deduct from production proceeds a fee for the processing and treating of Eden’s gas in an amount equal to Eden’s allocated share, on a volume basis, of the Operator’s actual gas plant costs, inclusive.
On February 28, 2011 we received an independent reserve report from MHA Petroleum Consultants Inc., of Lakewood, Colorado, which was effective January 1, 2011. Using an average of 2010 monthly actual received oil and gas prices in accordance with SEC criteria, net to Eden, the report assigned our eight proved developed producing wells net reserves of approximately 1.03 Bcfe with a pre tax PV10 value of $1.70 million. Our eight associated proved and undeveloped well locations were not included in the SEC report as they are uneconomical to develop using the current SEC reserve criteria. As an alternative evaluation, effective December 31, 2010 in accordance with the current Canadian Oil and Gas Handbook NI 51-101 reserve evaluation criteria, which uses the Sproule December 31, 2010 oil and gas price forecast, MHA Petroleum Consultants Inc. assigned Eden net proved reserves of approximately 5.47 Bcfe with a pre tax PV 10 value of $3.20 million.
In December 2011, the Company completed the sale of its oil and gas asset in Colorado, USA for $500,000 in cash. The Company’s revenues from discontinued operations were $459,385. In total, the Company’s loss from discontinued operations was $984,408. The Company has no remaining oil and gas assets, except for a nominal interest in the underlying mineral rights.
Noah Project - Nevada
From August 2004 to July 2008 we conducted an exploration program in Nevada, which cumulated in the drilling of the Noah Federal #1 well in the spring of 2008. Though the well encountered its target formation, log analysis and the lack of oil or gas shows did not support further testing and our project in Nevada was terminated. Accordingly, we recognized total impairment of $8,398,382 related to the Noah project during the year ended December 31, 2008. Subsequently, we assigned all our rights, title, and interests to our partners in the project area.
On September 20, 2010 we received a refund of $332,150 from our joint venture partner relating to road and site reclamation costs which we had prepaid by AFE when drilling was initially scheduled to commence. A remaining $25,000 has been held by our partner to cover final site reclamation costs, which all or some may be refunded if final costs are less than $25,000. More detailed information on this project is available in our 2008 and 2009 year end filings.
Cherry Creek Project - Nevada
On October 21, 2005, we commenced with a second exploration project in Nevada called Cherry Creek. On July 28, 2008, subsequent to the Noah well drilling and after a careful review of the technical aspects involved, we terminated the project. Accordingly, we recognized total impairment of $876,195 related to the Cherry Creek project during the year ended December 31, 2008. Subsequently, we assigned all our rights, title, and interests to our partner in the project area. More detailed information on this project is available in our 2008 and 2009 year end filings.
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Chinchaga Project – Alberta
From March 13, 2006 to February 2007 in conjunction with our partners, we conducted an exploration program in Alberta, which cumulated with drilling two exploratory wells. Both wells were plugged and abandoned in early 2007 and we recognized total impairment of $1,462,214 relating to the dry wells. By drilling these wells we have earned an interest in certain lands for potential future exploration. In the year ended December 31, 2010 we recognized additional impairment on these properties of $647,915 and unless there is a significant improvement in natural gas prices in the near future, management is unlikely to focus further in this area. More detailed information on this project is available in our 2008 and 2009 year end filings.
Competition
The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staff. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. There are other competitors that have operations in the Northern Alberta and Colorado areas and the presence of these competitors could adversely affect our ability to acquire additional leases and/or equipment as required.
Governmental Regulations
Our oil and gas operations are subject to various United States and Canadian federal, state/provincial and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the protection of human health and the environment. To date, expenditures related to complying with these laws, and for remediation of existing environmental contamination, have not been significant in relation to the results of operations of our company. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.
Research and Development
We have incurred $Nil in research and development expenditures over the last two fiscal years.
Employees
Currently our only employees are our directors and officers. Due to the deterioration of general economic conditions, effective February 28, 2009, we concluded our contract with an investor’s relations consultant and laid off a corporate manager and oil and gas assistant. There may be further material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed. With project advancement and if we are successful in any exploration or drilling programs, we may retain additional employees.
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Item 1A. Risk Factors
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
With the exception of a minor number of operating months we have had negative cash flows from operations. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.
To date, with the exception of a minor number of operating months we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements and have incurred losses totaling approximately $2,387,317 for the year ended December 31, 2011, and cumulative losses of $52,192,708 to December 31, 2011. As of December 31, 2011 we had a working capital deficit of $1,234,333. We do not expect positive cash flow from operations in the next twelve month period and there is no assurance that actual cash requirements will not exceed our estimates, or that our sales projections will be realized as estimated. In particular, additional capital may be required in the event that:
| | - drilling and completion costs for further wells increase beyond our expectations; or |
| | - commodity prices for our production decline beyond our expectations; or |
| | - production levels do not meet our expectations; or |
| | - we encounter greater costs associated with general and administrative expenses or offering costs. |
The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.
We will depend almost exclusively on outside capital to pay for the continued operations, exploration, and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would 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.
If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.
A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.
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We have a history of losses and fluctuating operating results. We expect to continue to incur operating losses and negative cash flow until we receive significant commercial production from our properties
From inception through to December 31, 2011, we have incurred aggregate losses of approximately $52,192,708. Our loss from operations for the twelve months ended December 31, 2011 was $2,387,317. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will purchase our production and/or services, the size of customers’ purchases, the demand for our production and/or services, and the level of competition and general economic conditions. If we cannot generate positive cash flows in the future, or raise sufficient financing to continue our normal operations, then we may be forced to scale down or even close our operations. Until such time as we generate significant revenues, we expect an increase in development costs and operating costs. Consequently, we expect to continue to incur operating losses and negative cash flow until we receive significant commercial production from our properties.
We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
We have limited history of revenues from operations and have limited significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company’s operations will be subject to all the risks inherent in and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves, extract the reserves economically, and/or operate on a profitable basis. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
Trading of our stock may be restricted by the SEC's "Penny Stock" regulations, which may limit a stockholder's ability to buy and sell our stock.
The U.S. 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 SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.
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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder'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 our shares.
Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.
Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.
Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We have largely been engaged in the business of exploring and until only recently attempting to develop commercial reserves of oil and gas. Our Alberta property is in the exploration stage and without known reserves of oil and gas. Only our Colorado properties have commenced production. Accordingly, we have not generated significant revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate significant revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon attaining adequate levels of internally generated revenues through locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated significant revenues, we will have to raise additional monies through either securing industry reserve based debt financing, or the sale of our equity securities or debt, or combinations of the above in order to continue our business operations.
As our properties are in the exploration and early development stage there can be no assurance that we will establish commercial discoveries and/or profitable production programs on these properties.
Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our Nevada properties have been impaired and our Alberta properties are in the exploration stage only and are without proven reserves of oil and gas. We may not establish commercial discoveries on these properties. Our Colorado property is in early stage development drilling and may prove uneconomic to develop.
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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.
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful inacquiring the leases.
The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staff. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Our budget does not anticipate the potential acquisition of additional acreage in Nevada and/or Alberta although this may change at any time without notice. This acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in these areas and the presence of these competitors could adversely affect our ability to acquire additional leases.
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 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.
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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.
We believe that our operations comply, in all material respects, with all applicable environmental regulations.
Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.
Exploratory and development 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 it cannot adequately insure or which it 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 profitably.
Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.
Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.
Our constating documents authorize the issuance of 40,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.
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Our By-laws do not contain anti-takeover provisions, which could result in a change of our management and directors if there is a take-over of our company.
We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.
As a result of a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our directors and officers.
We do not currently maintain a permanent place of business within the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
Other Risks
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Properties
Executive Offices
Effective December 1, 2009 our corporate head office is located at 1660, 1055 West Hastings Street, Vancouver, British Columbia V6E 2E9, Canada where we rent approximately 900 sq. ft. of office space for approximately $4,493 monthly (subsequent to December 31, 2011, rent increased to $4,519 monthly). On September 9, 2009, our five year office lease which commenced September 1, 2007 was terminated by the Landlord.
Item 3. Legal Proceedings
On December 21, 2009 Ontrea Inc. filed an action in the courts of British Columbia, Canada against Eden Canada Holdings Ltd., a registered name of Eden Energy Corp. in Canada, claiming arrears rent and accelerated rent overdue of $109,273 plus damages. Eden Canada Holdings Ltd. filed its Statement of Defense on February 1, 2010. On May 13, 2011, Ontrea was awarded judgement against our company and during the period ended September 30, 2011, our company recognized a loss of $338,936 which is included in our statement of operations for the year ended December 31, 2011. The full amount of $403,957 is included in accounts payable.
Item 4. (Removed and Reserved)
13
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “EDNE.” The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, 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:
| National Association of Securities Dealers OTC Bulletin Board(1) |
| Quarter Ended | High | Low |
| December 31, 2011 | $0.22 | $0.02 |
| September 30, 2011 | $0.51 | $0.061 |
| June 30, 2011 | $0.51 | $0.15 |
| March 31, 2011 | $0.35 | $0.0138 |
| December 31, 2010 | $0.10 | $0.03 |
| September 30, 2010 | $0.14 | $0.035 |
| June 30, 2010 | $0.16 | $0.06 |
| March 31, 2010 | $0.25 | $0.03 |
| December 31, 2009 | $0.22 | $0.03 |
(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
Our shares are issued in registered form. Olympia Trust Company, Suite 2300, 125 9Ave SE, Calgary, AB T2G 0P6 (Telephone: (403) 261-0900; Facsimile: (403) 265-1455) is the registrar and transfer agent for our common shares.
On April 17, 2012, the shareholders' list showed 147 registered shareholders and 6,629,528 common shares outstanding and Nil preferred shares outstanding.
Dividend Policy
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 current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
14
Equity Compensation Plan Information
On May 17, 2011 our directors approved the adoption of the 2011 Stock Option Plan which permits our company to issue up to 395,778 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2011 Plan.
Awards under our 2011 Plan will vest as determined by our board of directors and as established in stock option agreements to be entered into between our company and each participant receiving an award.
As at December 31, 2011, we have one compensation plan in place, entitled 2011 Stock Option Plan. On January 7, 2010 we effected a 1:5 reverse share consolidation. The number of options available for grant post January 7, 2010 was reduced to 989,357. On March 8, 2011 we effected a 1:5 share consolidation. The number of options available to grant post March 11, 2011 was reduced to 197,871.
The following table summarizes certain information regarding our equity compensation plans as at December 31, 2011. (The table includes share adjustment for a 1:5 reverse share consolidation effective March 11, 2011):
| Equity Compensation Plan Information |
Plan category
|
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 plans
(excluding securities
reflected in column (a))
|
| Equity compensation plans approved by security holders | Nil | Nil | Nil |
| Equity compensation plans not approved by security holders | 200,000 | $2.95 | Nil |
| | 200,000 | $2.95 | Nil |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2011 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, 2011.
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 our fourth quarter of our fiscal year ended December 31, 2011.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
15
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.
Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Overview
We are a Nevada corporation incorporated on January 29, 1999. We were previously involved in the business of providing internet and programming services through our subsidiary company to clients located primarily in Canada. Our principal products and services included the development of e-commerce web sites and strategies, web design and hosting, domain name registration, Internet marketing and consulting and custom programming of web based applications. Due to the inability to run this business with a profit and the difficulty in attracting additional capital on terms favorable to existing shareholders, we ceased operation of this business and disposed of our subsidiary company on December 31, 2003 for nominal consideration. We became an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the State of Nevada and the Province of Alberta, Canada. As of July 28, 2008 our primary focus became a development-drilling program for natural gas in the State of Colorado and due to the commencement of receiving significant revenues in 2008, as at December 31, 2008 we have moved from an exploration stage company to an operating company.
PLAN OF OPERATIONS AND CASH REQUIREMENTS
Cash Requirements
Due to the Company’s current financial situation, it is challenging for management to comment on plans for the next twelve-month period.
In Colorado, we currently hold an interest in the mineral rights below the Iles formation in 640 gross acres in Rio Blanco county. We have assigned our interests to our partners in the Noah and Cherry Creek projects in Nevada. In Alberta we have not renewed our leases and currently hold no interests. Our current focus of activity is seeking out new business opportunities.
The past three years decline in natural gas prices has led to a significant write down in the valuation of our Colorado assets. Ongoing production related issues; increased lease operating and gas gathering costs, and the current depressed state of natural gas prices are challenging our revenue projections and estimates of operating cash flows. We expect cash flows for the next twelve-month period to be $NIL, which will not provide adequate operating cash flow for the period. For the year ending December 31, 2011 we had received or accrued approximately $459,385 from gas, oil, and natural gas liquid sales from our production wells.
We anticipate we will not have adequate operating cash flow for the next twelve month period. Additional funds to meet obligations and to cover the costs of company operations will be required in future and there is uncertainty that further funding can be raised.
Our net cash provided by financing activities during the year ended December 31, 2011 was $105,000 as compared to $58,679 used during the year ended December 31, 2010.
We will require additional funds in the future to maintain operations and further funds to implement our growth strategy in our gas development operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.
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In order to continue operating on October 2, 2009 we entered into a loan agreement whereby under certain terms and conditions we could borrow up to $1,000,000 from D. Sharpe Management Inc., a company owned and controlled by our president and director. As of December 31, 2009 we had borrowed the full amount. Ongoing production related issues and the depressed state of natural gas prices continue to challenge our revenue projections and estimates of operating cash flows.
On October 14, 2010 we disclosed that we had entered into an amendment to the loan agreement with D. Sharpe Management Inc., extending the due date for the loan to April 5, 2011.
On April 1, 2011, we entered into an amending agreement with D. Sharpe Management Inc., wherein the loan was further extended to May 5, 2011. All other terms of the loan agreement remain unchanged. The maturity date of the loan payable was extended to July 4, 2011, and thereafter on a month to month basis unless notice is given by either party at least one month in advance.
On October 4, 2011, the loan went into default. Subsequent to year end, the Company repaid $500,000 of this loan.
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Over the next twelve months we expect to expend funds as follows:
Estimated Net Expenditures During the Next Twelve Months
| | $ | |
| General, Administrative, and Corporate Expenses | | 150,000 | |
| Interim Loan Interest Expense | | 50,000 | |
| Interim Loan Retirement | | 500,000 | |
| Ant Hill Unit Lease Operating Expenses | | Nil | |
| Total | | 700,000 | |
We have recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. 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.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, 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 unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
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Results of Operations – Twelve Months Ended December 31, 2011 and 2010
The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2011, which are included herein.
Our operating results for the year ended December 31, 2011, for the year ended December 31, 2010 and the changes between those periods for the respective items are summarized as follows:
|
Year Ended
December 31,
2011 |
Year Ended
December 31,
2010 | Change Between
Years Ended
December 31, 2011 and
December 30, 2010 |
| Revenue | $ 459,385 | $ 1,156,884 | $ (697,499) |
| Interest income | 116 | 276 | (160) |
| Depletion, Depreciation and amortization | 159,426 | 435,916 | 276,490 |
| General and administrative | 677,377 | 398,464 | (278,913) |
| Interest expense | 202,560 | 202,337 | (223) |
| Impairment/disposal on oil and gas properties | 790,759 | 960,469 | 169,708 |
| Management fees | 523,478 | 407,431 | (116,047) |
| Oil and gas operating expenses | 277,888 | 552,071 | 274,183 |
| Production taxes | 25,135 | 59,201 | 34,066 |
| Professional fees | 135,888 | 161,178 | 25,290 |
| Loss on settlement of debt | 69,701 | - | (69,701) |
| Foreign exchange on disposition of subsidiaries | - | 33,986 | (33,986) |
| Foreign exchange | 15,394 | (4,190) | 19,584 |
| Net loss | $ (2,387,317) | $ (1,990,111) | $ (397,206) |
Our accumulated losses increased to $52,192,708 as of December 31, 2011. Our financial statements report a net loss of $2,387,317 for the year ended December 31, 2011 compared to a net loss of $1,990,111 for the year ended December 31, 2010. Our losses have increased primarily as a result of a decrease in revenue of $697,499 over the prior year partially offset by decreases in the following: depletion, depreciation and amortization of $276,490, oil and gas operating of $274,183, and impairment/disposal loss on oil and gas properties of $169,708.
Our total liabilities as of December 31, 2011 were $1,795,309 as compared to total liabilities of $1,547,556 as of December 31, 2010. The increase of $247,753 was primarily due to a general increase in trade payables.
During the year ended December 31, 2011 we spent $NIL on exploration, development and acquisition of our oil and gas properties as compared to $2,666 spent during the year ended December 31, 2010. Of this amount $Nil was attributable to acquisition costs (2010 - $Nil), and $NIL (2010 - $2,666) was attributable to exploration and development costs incurred during the year ended December 31, 2011.
19
Liquidity and Financial Condition
Working Capital
| | | At | | | At | |
| | | December 31, | | | December 31, | |
| | | 2011 | | | 2010 | |
| Current assets | $ | 560,975 | | | 463,393 | |
| Current liabilities | | 1,795,308 | | | 1,278,551 | |
| Working capital | $ | (1,234,333 | ) | | (815,158 | ) |
Cash Flows
| | | Year Ended | |
| | | December 31 | |
| | | 2011 | | | 2010 | |
| Cash flows provided by (used in) operating activities | $ | (396,820 | ) | | (487,579 | ) |
| Cash flows provided by (used in) investing activities | | 533,426 | | | 485,946 | |
| Cash flows provided by (used in) financing activities | | 105,000 | | | (58,679 | ) |
| Effect of exchange rate changes on cash | | Nil | | | Nil | |
| Net increase (decrease) in cash during period | $ | 241,606 | | | (60,312 | ) |
Operating Activities
Net cash used in operating activities was $396,820 in the year ended December 31, 2011 compared with net cash used in operating activities of $487,579 in the same period in 2010.
Investing Activities
Net cash provided by investing activities was $533,426 in the year ended December 31, 2011 compared to net cash provided by investing activities of $485,946 in the same period in 2010. The increase in cash provided of $47,480 in investing activities is mainly attributable to having sold our oil and gas property for proceeds of $500,750 during the year compared to net recoveries of $458,629 in 2010.
Financing Activities
Net cash provided by financing activities was $105,000 in the year ended December 31, 2011 compared to net cash used in financing activities of $58,679 in the same period in 2010. The increase in cash provided of $163,679 in financing activities is mainly attributable to the receipt of $105,000 in private placement proceeds received during the year compared to a repayment of bank overdraft of $58,679 in 2010.
Oil and gas sales volume comparisons for the twelve months ended December 31, 2011 compared to the twelve months ended December 31, 2010
Net production from continuing operations in Colorado for the year ended December 31, 2011 was approximately 81,000 Mcfe as compared to approximately 205,000 Mcfe for the year ended December 31, 2010. Revenues recognized decreased due to lower production received to $459,385 for the year ended December 31, 2011 as compared to $1.56 million for the year ended December 31, 2010.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations
20
Going Concern
In 2008 we commenced receiving revenues from the White River Dome project and at mid-year we concluded our Nevada exploration projects. Reflecting these operational changes, as at December 31, 2008 we moved from an exploration stage company to an operating company. However, due to early production instability with our new gas wells in the White River Dome field and a dramatic decline in gas selling prices through 2008, 2009 and into 2010, we continue to have operating losses and do not have substantial positive cash flow from our operating activities. Based on the current level of natural gas prices and the outlook ahead, we anticipate an operating cash short fall within the next twelve month period. Reserve based debt financing for further development became unavailable to us due to the decline in natural gas selling prices from prior levels and effective July 1, 2010 our Drilling and Development Agreement in Colorado was terminated. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock or through debt financing from our sole director, although we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director. We currently do not have any firm arrangements in place for any future debt or equity financing. On October 14, 2010 we agreed with our company president to various extensions to his company’s $1 million loan to July 4, 2011 and thereafter on a month to month basis. The loan is in default and subsequent to year end, the Company repaid an amount of $500,000. Though we have been successful in the past raising funding, we may not be successful in future in order to maintain operations. We have reduced overhead costs where possible and currently do not have any assets to generate future revenues, ongoing commitments and a certain level of fixed costs make further reductions challenging to realize.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current information and markets, historical experience and various other factors including forward looking assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to recoverable values of oil and gas properties, the provision for income taxes, depreciation, depletion and asset retirement obligations.
Oil and Gas Properties
The Company utilizes the full cost method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, capitalized interest costs relating to unproved properties, geological expenditures, tangible, and intangible development costs including direct internal costs are capitalized to the full cost pool. When the Company commences production from established proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. Investments in unproved properties and major development projects including capitalized interest, if any, are not depleted until proved reserves associated with the projects can be determined. Unproved properties are evaluated annually for impairment, and if the future exploration of unproved properties are determined uneconomical the amount of such properties are added to the capitalized cost to be depleted, while if the unproved properties are abandoned completely the amount of such properties is written off.
21
The capitalized costs included in the full cost pool are subject to a "ceiling test", which limits such costs to the aggregate of the estimated present value, using a ten percent discount rate, of the future net revenues from proved reserves, based on current economic and operating conditions plus the lower of cost and estimated net realizable value of unproven properties.
Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in the statement of operations.
Long-Lived Assets
In accordance with ASC 360,Property Plant and Equipment,the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accrued petroleum revenues, other receivables, accounts payable, and loan payable. Pursuant to ASC 820,Fair Value Measurements and Disclosuresand ASC 825,Financial Instrumentsthe fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Management believes that the recorded values of all of the Company’s other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Revenue Recognition
Oil and natural gas revenues are recorded using the sales method whereby the Company recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers when title passes, the amount is determinable and collection is reasonably assured. Actual sales of oil and gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating costs and taxes are recognized in the same period in which revenue is earned.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
22
EDEN ENERGY CORP.
Consolidated Financial Statements
(Expressed in United States dollars)
December 31, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Eden Energy Corp.
We have audited the accompanying consolidated balance sheets of Eden Energy Corp. as of December 31, 2011 and 2010 and the consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 an audit to obtain reasonable assurance whether the 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and 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, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010 and the results of its operations and its cash flows and the changes in stockholders’ equity for the years then ended in accordance with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. To date, the Company has not generated profitable operations from its oil and gas business, has incurred significant losses in 2011 and 2010 and further losses are anticipated in 2012. The Company will require additional funds to meet its obligations and the costs of its operations. There is uncertainty that further funding can be raised if and when needed. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
“DMCL”
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
April 19, 2012
Eden Energy Corp.
Consolidated Balance Sheets
| | | December 31, | | | December 31, | |
| | | 2011 | | | 2010 | |
| Assets | | | | | | |
| Current Assets | | | | | | |
| Cash | $ | 23,270 | | $ | 281,664 | |
| Restricted cash (Note 7) | | 500,000 | | | - | |
| Accrued petroleum revenues | | – | | | 105,324 | |
| Other receivables | | 6,637 | | | 17,724 | |
| Prepaid expenses and deposits | | 31,068 | | | 58,681 | |
| Total Current Assets | | 560,975 | | | 463,393 | |
| Oil and gas properties (Note 4) | | 1 | | | 1,704,477 | |
| Restricted cash (Note 10) | | – | | | 32,676 | |
| Equipment, net of depreciation of $70,916 (2010 - $61,501) | | 5,015 | | | 15,180 | |
| Total Assets | $ | 565,991 | | $ | 2,215,726 | |
| | | | | | | |
| | | | | | | |
| Liabilities and Stockholders’ (Deficit)/Equity | | | | | | |
| Current Liabilities | | | | | | |
| Accounts payable (Note 6) | $ | 628,049 | | $ | 230,880 | |
| Loan payable (Note 7) | | 1,167,260 | | | 1,047,671 | |
| Total Current Liabilities | | 1,795,309 | | | 1,278,551 | |
| Asset retirement obligations (Note 5) | | – | | | 269,005 | |
| Total Liabilities | | 1,795,309 | | | 1,547,556 | |
| Contingencies and Commitments (Notes 1, 7 and 8) | | | | | | |
| Going Concern (Note 1) | | | | | | |
| Stockholders’ (Deficit)/Equity | | | | | | |
Preferred Stock:
10,000,000 preferred shares authorized, $0.001 par value
None issued | | – | | | – | |
Common Stock: (Note 9)
40,000,000 shares authorized, $0.001 par value
6,629,528 (2010 – 1,978,894) shares issued and outstanding | | 6,630 | | | 1,979 | |
| Additional paid-in capital | | 50,956,760 | | | 50,471,582 | |
| Deficit | | (52,192,708 | ) | | (49,805,391 | ) |
| Total Stockholders’ (Deficit)/Equity | | (1,229,318 | ) | | 668,170 | |
| Total Liabilities and Stockholders’ (Deficit)/Equity | $ | 565,991 | | $ | 2,215,726 | |
The accompanying notes are an integral part of these consolidated statements
F-1
Eden Energy Corp.
Consolidated Statement of Operations
| | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | | | | | |
| Expenses | | | | | | |
| Depreciation and amortization | | 9,415 | | | 34,126 | |
| General and administrative (Note 6 & 8) | | 209,371 | | | 200,223 | |
| Interest expense | | 102,560 | | | 102,337 | |
| Management fees (Note 6) | | 186,277 | | | 195,564 | |
| Professional fees | | 130,412 | | | 161,178 | |
| Operating expenses | | 638,035 | | | 693,428 | |
| Loss before other items | | (638,035 | ) | | (693,428 | ) |
| Other items | | | | | | |
| Gain (loss) on foreign exchange | | 15,394 | | | (4,190 | ) |
| Loss on settlement of debt (Note 9) | | (69,701 | ) | | – | |
| Loss on settlement of legal claim (Note 8) | | (338,936 | ) | | – | |
| Foreign exchange gain on dissolution of subsidiaries (Note 2) | | – | | | 33,986 | |
| Interest income | | 116 | | | 10 | |
| Loss from continuing operations | | (1,031,161 | ) | | (663,622 | ) |
| | | | | | | |
| Discontinued operations (Note 13) | | | | | | |
| Loss from discontinued operations (Note 13) | | (1,356,155 | ) | | (1,326,489 | ) |
| | | | | | | |
| Net loss and comprehensive loss | $ | (2,387,317 | ) | $ | (1,990,111 | ) |
| | | | | | | |
| Basic and diluted loss per share – continuing operations | $ | (0.37 | ) | $ | (0.34 | ) |
| Basic and diluted loss per share – discontinued operations | $ | (0.49 | ) | $ | (0.67 | ) |
| | | | | | | |
| Weighted average number of common shares outstanding – basic and diluted | | 2,783,000 | | | 1,979,000 | |
The accompanying notes are an integral part of these consolidated statements
F-2
Eden Energy Corp.
Consolidated Statement of Cash Flows
| | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | | | | |
| Cash provided by (used in): | | | | | | |
| Operating Activities: | | | | | | |
| Net loss for the year: | $ | (2,387,317 | ) | $ | (1,990,111 | ) |
| Non-cash items: | | | | | | |
| Impairment of oil and gas properties | | 790,759 | | | 960,469 | |
| Depletion, depreciation and amortization | | 159,426 | | | 435,916 | |
| Accrued interest on loan payable | | 119,589 | | | 1,717 | |
| Stock-based compensation | | 83,498 | | | – | |
| Loss on settlement of debt | | 69,701 | | | – | |
| Loss on settlement of legal claim | | 338,936 | | | – | |
| Foreign exchange gain on dissolution of subsidiaries | | – | | | (34,383 | ) |
| Changes in non-cash operating assets and liabilities: | | | | | | |
| Accrued petroleum revenues | | 105,324 | | | 12,833 | |
| Other receivables | | 11,087 | | | (17,724 | ) |
| Prepaid expenses and other | | 22,314 | | | 1,751 | |
| Accounts payable | | 289,863 | | | 141,953 | |
| | | (396,820 | ) | | (487,579 | ) |
| Investing Activities: | | | | | | |
| Restricted cash | | (467,324 | ) | | 28,747 | |
| Purchase of property and equipment | | – | | | (1,430 | ) |
| Proceed from sales of equipment and oil and gas properties | | 500,750 | | | – | |
| Oil and gas property acquisition and exploration, net of recoveries | | – | | | 458,629 | |
| | | 33,426 | | | 485,946 | |
| Financing Activities: | | | | | | |
| Proceeds from issuance of share capital | | 105,000 | | | – | |
| Bank overdraft | | – | | | (58,679 | ) |
| | | 105,000 | | | (58,679 | ) |
| Decrease in cash and cash equivalents | | (258,394 | ) | | (60,312 | ) |
| Cash , beginning | | 281,664 | | | 341,976 | |
| Cash , ending | $ | 23,270 | | $ | 281,664 | |
| | | | | | | |
| Supplementary disclosure: | | | | | | |
| Interest paid | $ | 80,411 | | $ | 198,283 | |
| Income taxes paid | $ | – | | $ | – | |
The accompanying notes are an integral part of these consolidated statements
F-3
Eden Energy Corp.
Consolidated Statement of Stockholders’ Equity
From January 1, 2010 to December 31, 2011
| | | | | | | | | | | | | | | Accumulated | | | Total | |
| | | | | | | | | Additional | | | | | | Other | | | Stockholders' | |
| | | Common Stock | | | Paid-in | | | | | | Comprehensive | | | Equity | |
| | | Shares | | | Amount | | | Capital | | | Deficit | | | Income | | | (Deficiency) | |
| | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2009 | | 1,978,894 | | $ | 1,979 | | $ | 50,471,582 | | $ | (47,815,280 | ) | $ | 34,383 | | $ | 2,692,664 | |
| | | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustment | | – | | | – | | | – | | | – | | | (34,383 | ) | | (34,383 | ) |
| | | | | | | | | | | | | | | | | | | |
| Net loss for the year | | – | | | – | | | – | | | (1,990,111 | ) | | – | | | (1,990,111 | ) |
| | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2010 | | 1,978,894 | | | 1,979 | | | 50,471,582 | | | (49,805,391 | ) | | – | | | 668,170 | |
| | | | | | | | | | | | | | | | | | | |
| Reverse split adjustment | | 44 | | | – | | | – | | | – | | | – | | | – | |
| Stock-based compensation | | – | | | – | | | 83,498 | | | – | | | – | | | 83,498 | |
| Private placement | | 300,000 | | | 300 | | | 104,700 | | | – | | | – | | | 105,000 | |
| Share for debt | | 4,350,590 | | | 4,351 | | | 296,980 | | | – | | | – | | | 301,331 | |
| | | | | | | | | | | | | | | | | | | |
| Net loss for the year | | – | | | – | | | – | | | (2,387,317 | ) | | – | | | (2,387,317 | ) |
| | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2011 | | 6,629,528 | | $ | 6,630 | | $ | 50,956,760 | | $ | (52,192,708 | ) | $ | – | | $ | (1,229,318 | ) |
The accompanying notes are an integral part of these consolidated statements
F-4
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 1. | Nature and Continuance of Operations |
| | |
| The Company is involved in oil and gas exploration, development and production activities in Alberta, Canada, and Colorado USA. |
| | |
| The Company’s consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has experienced negative cash flows from operations and has accumulated losses of $52,192,708 since inception including a loss for the current year of $2,387,317 of which $790,759 is related to an impairment loss on disposal of oil and gas properties. |
| | |
| In December 2011, the Company completed the sale of substantially all of its oil and gas asset in Colorado, USA for $500,000 in cash. The Company’s revenues from discontinued operations were $459,385. In total, the Company’s loss from discontinued operations was $1,356,155 including impairment charges. The Company has no remaining oil and gas assets, except for a nominal interest in the underlying mineral rights. |
| | |
| The Company, in prior years had provided specific and general security agreements for a borrowing facility from a company controlled by the President of the Company. During the current year the security holder demanded payment under the loan security agreement and as a consequence $500,000 of proceeds on sale of assets was restricted for payment to the security holder. This amount was paid in January 2012. |
| | |
| The Board of directors has resigned and the President became the sole director and officer of the Company and remains as such to date. |
| | |
| Due to the Company’s loan being in default and the continuing charge on assets under the security agreement, as further discussed in Note 7, there is substantial doubt as to the Company’s ability to continue as a going concern. The Company is wholly dependant on the support of the security holder and its President for continued support financially and for future operations of the Company. |
| | |
| To date the Company has funded operations through the issuance of capital stock and debt. Management’s plan, which is subject to the support of the security holder, is to continue to fund operational cash needs by related party loans and support until such time as new business opportunities arise that warrant raising equity capital. |
| | |
| Under the current circumstances the ability of the Company to continue its operations as a going concern is dependent on direction and support of its president and sole director and the security and debt interests that his company controls. |
| | |
| These financial statements are presented on a going concern basis however should the Company be unable to continue as a going concern the liquidation basis of accounting would be applied. This would not be substantially different in respect of the Company’s current balance sheet as essentially all assets and liabilities at December 31, 2011 are reported at their estimated realizable values. |
| 2. | Significant Accounting Policies |
| | |
| Basis of Presentation and Consolidation |
| | |
| These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in United States dollars. These financial statements include or included the accounts of the Company and its wholly owned subsidiaries, Frontier Exploration Ltd. (“Frontier”), Southern Frontier Explorations Ltd. (“Southern”), companies incorporated and based in the State of Nevada, Eden Energy (North) Ltd. (“Eden North”), a company incorporated and based in the Province of Alberta, Canada, and Eden Energy Colorado LLC (“Eden Colorado”), a company incorporated and based in the State of Colorado. During the fiscal year ended December 31, 2010, the Company wound up three of its subsidiaries, Frontier, Southern and Eden North. As a result, the Company recognized a net gain of $33,986 in the prior year ended December 31, 2010. All intercompany transactions and balances have been eliminated. |
| | |
| Use of Estimates |
| | |
| The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current information and markets, historical experience and various other factors including forward looking assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to recoverable values of oil and gas properties, the provision for income taxes, depreciation, depletion and asset retirement obligations. |
F–5
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 2. | Significant Accounting Policies (continued) |
| | |
| Cash and Cash Equivalents |
| | |
| The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
| | |
| Foreign Currency Translation |
| | |
| The Company’s and its United States subsidiaries’ functional and reporting currency is the United States dollar. The functional currency of the Company’s Canadian subsidiary is the Canadian dollar. The financial statements of the Canadian subsidiary were translated to United States dollars in accordance with ASC 830,Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. |
| | |
| Asset Retirement Obligations |
| | |
| The Company follows the provisions of ASC 440,Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. |
| | |
| Oil and Gas Properties |
| | |
| The Company utilizes the full cost method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, capitalized interest costs relating to unproved properties, geological expenditures, tangible, and intangible development costs including direct internal costs are capitalized to the full cost pool. When the Company commences production from established proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of- production method using estimates of proved reserves. Investments in unproved properties and major development projects including capitalized interest, if any, are not depleted until proved reserves associated with the projects can be determined. Unproved properties are evaluated annually for impairment, and if the future exploration of unproved properties are determined uneconomical the amount of such properties are added to the capitalized cost to be depleted, while if the unproved properties are abandoned completely the amount of such properties is written off. |
| | |
| The capitalized costs included in the full cost pool are subject to a "ceiling test", which limits such costs to the aggregate of the estimated present value, using a ten percent discount rate, of the future net revenues from proved reserves, based on current economic and operating conditions plus the lower of cost and estimated net realizable value of unproven properties. |
| | |
| Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in the statement of operations. |
| | |
| Equipment |
| | |
| Property and equipment is recorded at cost of $75,931 (2010 - $76,681) less accumulated depreciation of $70,916 (2010 - $61,501). Depreciation is recorded on the straight-line basis over five years. |
| | |
| Long-Lived Assets |
| | |
| In accordance with ASC 360,Property Plant and Equipment,the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. |
F–6
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 2. | Significant Accounting Policies (continued) |
| | |
| Other Comprehensive Income (Loss) |
| | |
| ASC 220,Comprehensive Incomeestablishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2011 and 2010, the Company has no items that represent comprehensive loss. |
| | |
| Loss Per Share |
| | |
| The Company computes net earnings (loss) per share in accordance with ASC 260,Earnings Per Share,which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. |
| | |
| Financial Instruments |
| | |
| The Company’s financial instruments consist of cash, other receivables, prepaids and deposits, accounts payable, and loan payable. Pursuant to ASC 820,Fair Value Measurements and Disclosuresand ASC 825,Financial Instrumentsthe fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Management believes that the recorded values of all of the Company’s other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. |
| | |
| Income Taxes |
| | |
| Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740,Income Taxesas of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of these net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. |
| | |
| Stock – Based Compensation |
| | |
| The Company has a stock-based compensation plan (Note 9), whereby stock options are granted in accordance with the policies of the stock option plan. The Company records stock-based compensation in accordance with ASC 718,Compensation – Stock Based Compensation, using the fair value method. |
| | |
| All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. |
| | |
| Revenue Recognition |
| | |
| Oil and natural gas revenues are recorded using the sales method whereby the Company recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers when title passes, the amount is determinable and collection is reasonably assured. Actual sales of oil and gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating costs and taxes are recognized in the same period in which revenue is earned. |
| | |
| Comparative Figures |
| | |
| Certain numbers have been reclassified to conform to the current year’s presentation. |
F–7
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 3. | Recently Issued Accounting Pronouncements |
| | |
| The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
| | |
| 4. | Oil and Gas Properties |
| | |
| The Company’s oil and gas acquisition, exploration and development costs are summarized as follows: |
| | | | December 31, 2011 | | | December 31, 2010 | |
| | | | | | | United | | | | | | | | | United | | | | |
| | | | Canada | | | States | | | Total | | | Canada | | | States | | | Total | |
| | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | |
| | Proven Properties | | | | | | | | | | | | | | | | | | |
| | Acquisition costs | | – | | | 1 | | | 1 | | | – | | | 1,657,588 | | | 1,657,588 | |
| | Exploration costs | | – | | | – | | | – | | | – | | | 22,787,157 | | | 22,787,157 | |
| | Less: | | | | | | | | | | | | | | | | | | |
| | Accumulated depletion | | – | | | – | | | – | | | – | | | (2,404,280 | ) | | (2,404,280 | ) |
| | Accumulated impairment charges | | – | | | – | | | – | | | – | | | (20,335,988 | ) | | (20,335,988 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | – | | | 1 | | | 1 | | | – | | | 1,704,477 | | | 1,704,477 | |
| | | | | | | | | | | | | | | | | | | | |
| | Unproven Properties | | | | | | | | | | | | | | | | | | |
| | Acquisition costs | | – | | | – | | | – | | | 60,320 | | | 3,126,986 | | | 3,187,306 | |
| | Exploration costs | | – | | | – | | | – | | | 2,049,836 | | | 4,507,654 | | | 6,557,490 | |
| | Less: | | | | | | | | | | | | | | | | | | |
| | Accumulated impairment charges | | – | | | – | | | – | | | (2,110,156 | ) | | (7,634,640 | ) | | (9,744,796 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | – | | | – | | | – | | | – | | | – | | | – | |
| | | | | | | | | | | | | | | | | | | | |
| | Net Carrying Value | | – | | | 1 | | | 1 | | | – | | | 1,704,477 | | | 1,704,477 | |
All of the Company’s oil and gas properties were located in the United States and Canada. During the year ended December 31, 2011, the Company disposed of its interest in its remaining oil and gas property in the United States, but retained 50% of the interest in and to all mineral rights below the base of the Iles formation in 640 acres in Rio Blanco County. The Company left a nominal value of $1 to reflect this remaining interest based on the uncertainty of realization. The disposal of its interest resulted in an impairment loss of $790,759 charged to discontinued operations.
Depletion expense – Proven Properties
Depletion expense for the year ended December 31, 2011 of $150,011 (2010 - $401,790) was recorded in the U.S. cost center and $nil (2010 - $nil) was recorded in the Canadian cost center. None of the Company’s unproven properties are subject to depletion.
Impairment charges – Proven Properties
During the year ended December 31, 2011, the Company’s proven property costs (consisting of the Ant Hill Property) were considered impaired primarily as a result of the sale of the asset. An impairment charge of $790,759 (2010 - $312,554) was recorded.
Impairment charges – Unproven Properties
During the year ended December 31, 2010, the Company’s unproven property costs were considered impaired resulting in a $647,915 non-cash impairment charge.
F–8
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 5. | Asset Retirement Obligations |
| | |
| Asset retirement obligations consists of estimated final well closure and associated ground reclamation costs estimated to be incurred by the Company in the future once the economical life of its oil and gas wells are reached. A reconciliation between the estimated opening and closing asset retirement obligations balance is provided below: |
| | | December 31, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | $ | | | $ | |
| Beginning balance | | 269,005 | | | 247,917 | |
| Liabilities incurred | | – | | | – | |
| Accretion | | 16,657 | | | 21,088 | |
| Assets disposed of | | (285,662 | ) | | - | |
| Ending balance | | – | | | 269,005 | |
| 6. | Related Party Transactions |
| | | |
| (a) | Under the terms of a management agreement with a private company wholly-owned by the President of the Company, the Company paid a fee of CDN$20,392 per month up to and including the month of August 2011. As of September 1, 2011, this amount was reduced to CDN$5,000 per month. During the year ended December 31, 2011, management fees of $187,432 (2010 - $244,465) were incurred. At December 31, 2011, the Company owed $20,974 to the President for unpaid fees and expenses incurred on behalf of the Company, which is included in accounts payable (Note 8b). |
| | | |
| (b) | Under the terms of a management agreement with a former director and officer of the Company, the Company paid CDN$13,594 per month. During the year ended December 31, 2011, management fees of $42,548 (2010 - $162,966) were incurred. |
| | | |
| (c) | During the year ended December 31, 2011, salaries of $286,633 (2010 – $142,979) were paid to an officer of the Company and recorded under general and administrative expenses. Included in this amount is $180,000 pursuant to the termination of the employment agreement and included in accounts payable. |
| | | |
| (d) | Under terms of a management consulting agreement with a former officer of the Company, the Company paid CDN$5,000 per month. During the year ended December 31, 2011, management fees of $30,000 (2010 - $nil) were incurred. At December 31, 2011, the Company owed $5,318 to the former officer for fees and expenses, which is included in accounts payable. |
| Refer to Notes 7 and 11. |
| | | |
| Related party transactions are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties. |
| | | |
| 7. | Loan Payable |
| | | |
| On October 2, 2009, the Company entered into a loan agreement to borrow the principal sum of up to $1,000,000 (the “Loan”) from a company owned and controlled by the President and director. The Loan is secured pursuant to a general security agreement over all of the Company’s assets. Funds drawn on the loan bear interest at 20% per annum, payable quarterly, commencing three months after receiving the funds. The undrawn amount of the Loan shall bear interest at the rate of 1% per month, payable quarterly commencing three months after the date of the Loan agreement. Repayment of the principal amount of the Loan and any accrued and unpaid amounts and interest was to be made on the earlier of October 5, 2010, subject to extension upon mutual agreement, and an Event of Default, as that term is defined in the Loan agreement. The Company entered into various amendments to extend the due date to July 4, 2011 and thereafter on a month to month basis unless notice is given by either party at least one month in advance. As at December 31, 2011 $167,260 (2010 - $47,671) in accrued interest is owing on this loan. During the year ended December 31, 2011, the Company paid $80,411 in interest (2010 - $198,283). A portion of interest accrued during the year has been included in discontinued operations as interest on debt that is required to be repaid as a result of a disposal transaction is allocated to discontinued operations. |
| | | |
| On October 4, 2011 the loan was called by the lender and was in default and due immediately. As per Clause 7(a) of the Security Agreement relating to this loan, the Company was required to hold in trust and transfer to the loan holder any funds received from the Security Interest until all principle and accrued interest has been paid. Upon the sale of the oil and gas interests as discussed in Note 5, the $500,000 received on the sale has been classified as restricted cash. The $500,000 was paid to the loan holder in January, 2012. Refer to Note 11. |
| | | |
| 8. | Contingency |
| | | |
| a) | On January 5, 2010 the Company received a Writ of Notice, a Statement of Claim, and a Garnishing Order Before Judgement relating to its past office premises and lease termination made on September 9, 2009 claiming arrears rent and accelerated rent overdue of $109,273 plus damages. The Company filed a statement of defence disputing the claims on February 1, 2010. On May 13, 2011, the plaintiff was awarded judgement against the Company and during the year ended December 31, 2011, the Company recognized an additional charge of $338,936 relating primarily to damages awarded. The total amount owing of $403,957 is included in accounts payable. |
F–9
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| | b) | The Company entered into an Indemnity Agreement dated December 1, 2010, whereby the Company agreed to indemnify a private company wholly-owned by the President of the Company, for rental and related expenses that may be incurred in relation to a lease for office premises. The lease expires December, 2012 and payments consist of $5,270 per month. |
| 9. | Capital Stock |
| | | |
| On January 7, 2010, the Company effected a 1:5 reverse stock-split of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 100,000,000 shares of common stock with a par value of $0.001 to 20,000,000 shares of common stock with a par value of $0.001. The issued and outstanding share capital decreased from 49,467,856 shares of common stock to 9,893,563 shares of common stock. On August 31, 2010, the Company increased the authorized share capital to 200,000,000 shares of common stock with a par value of $0.001. On March 8, 2011, the Company effected a 1:5 reverse stock-split of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 200,000,000 shares of common stock with a par value of $0.001 to 40,000,000 shares of common stock with a par value of $0.001. The issued and outstanding share capital decreased from 9,893,563 shares of common stock to 1,978,894 shares of common stock. |
| | | |
| All share amounts have been retroactively adjusted for all periods presented in the financial statements reflecting the above reverse stock splits. |
| | | |
| During the year ended December 31, 2011, the Company issued the following: |
| | | |
| a) | On May 30, 2011, the Company issued an aggregate of 300,000 units at a price of $0.35 per unit pursuant to a private placement for total proceeds of $105,000. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance. |
| | | |
| b) | On June 9, 2011, the Company issued 47,000 units at a price of $0.35 per unit pursuant to a debt settlement and subscription agreement with an officer of the Company to settle $16,450 debt outstanding to the officer. Each unit consists of one share of common stock and one warrant. One warrant is exercisable at $0.60 for a period of 24 months from the date of issuance. |
| | | |
| c) | On November 10, 2011, the Company issued 4,303,590 shares of common stock with a market value of $284,8811 pursuant to debt settlement and subscription agreements with officers and directors of the Company to settle $215,180 of debt outstanding. As a result the Company recorded a loss on debt settlement of $69,701. |
During the year ended December 31, 2010, no shares were issued.
Stock Options
Effective May 1, 2005 and amended December 20, 2007, the Company adopted an amended stock option plan to issue up to 171,053 shares of common stock.
On May 17, 2011, the Company adopted a 2011 Stock Option Plan (the “2011 Stock Option Plan”) to issue up to 395,778 shares of common stock. The adoption of the 2011 Stock Option Plan terminates the previous Amended 2004 Stock Option Plan. The plan allows for the granting of share purchase options at a price of not less than fair value of the stock and for a term not to exceed ten years. The total number of options granted to any person shall not exceed 5% of the issued and outstanding common stock of the Company.
During the year ended December 31, 2011, the Company granted 280,000 stock options with immediate vesting terms to officers and directors to acquire 280,000 common shares exercisable at $0.30 per share on or before May 17, 2016. The Company recorded stock based compensation of $83,498, as management fee expense.
The fair value for stock options granted during the year ended December 31, 2011 was estimated at the grant date using the Black-Scholes option-pricing model. The weighted average assumptions used are as follows:
| | Year Ended | Year Ended |
| | December 31, 2011 | December 31, 2010 |
| | | |
| Expected dividend yield | 0% | – |
| Risk-free interest rate | 1.80% | – |
| Expected volatility | 245% | – |
| Expected option life (in years) | 5 | – |
F–10
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 9. | Capital Stock (continued) |
| | |
| Stock Options (continued) |
| | |
| During the year ended December 31, 2011, 202,000 stock options expired and/or were cancelled with exercise prices ranging between $0.30 and $62.50 per share. Subsequent to the year end, 80,000 stock options expired and/or were cancelled with an exercise price of $0.30 per share. |
| | |
| A summary of the Company’s stock option activity is as follows: |
| | | | | | | | | | Weighted | |
| | | | | | | Weighted | | | Average | |
| | | | Number of | | | Average | | | Remaining | |
| | | | Options | | | Exercise Price | | | Contractual Life | |
| | Outstanding, December 31, 2009 | | 120,000 | | $ | 40.30 | | | 1.90 | |
| | Expired | | (18,000 | ) | | 62.50 | | | | |
| | Outstanding, December 31, 2010 | | 102,000 | | | 36.40 | | | 1.17 | |
| | Expired/Cancelled | | (202,000 | ) | | 19.18 | | | | |
| | Granted | | 280,000 | | | 0.30 | | | | |
| | Outstanding, December 31, 2011 | | 180,000 | | $ | 0.30 | | | 4.38 | |
There were no unvested stock options at December 31, 2011. As at December 31, 2011, the intrinsic value of the outstanding and exercisable stock options was $nil.
Share Purchase Warrants
A summary of the changes in the Company’s common share purchase warrants is presented below:
| | | | | | Weighted Average | |
| | | Number | | | Exercise Price | |
| | | | | | | |
| Balance, December 31, 2010 and 2009 | | – | | | – | |
| Issued | | 347,000 | | $ | 0.60 | |
| Balance, December 31, 2011 | | 347,000 | | $ | 0.60 | |
Additional information regarding warrants as at December 31, 2011 is as follows:
| Number of Warrants | Exercise Price | Expiry Date |
| 300,000 | $ 0.60 | May 30, 2013 |
| 47,000 | $ 0.60 | June 9, 2013 |
| 347,000 | | |
F–11
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 10. | Restricted Cash |
| | |
| As at December 31, 2011 restricted cash consists of $500,000 (2010 - $NIL) relating to the sale of oil and gas properties as described in Note 7 and $NIL (2010 - $32,676) for security for corporate credit cards. |
| | |
| 11. | Subsequent Events |
| | (a) | On January 24, 2012 the Company paid $500,000 in partial repayment of a loan further described in Note 7. |
| | | |
| | (b) | Stock options to acquire 80,000 common shares at an exercise price of $0.30 per share expired. |
| 12. | Income Taxes |
| | |
| Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred net operating losses of approximately $34,125,000, which commence expiring in 2026. Pursuant to ASC 740, the Company is required to compute tax assets for net operating losses for tax purposes carried forward. Potential tax assets arising from net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. For the years ended December 31, 2011 and 2010, the valuation allowance established against the tax effected deferred tax assets increased by $853,000 and by $3,099,000, respectively. The components of the net deferred tax asset at December 31, 2011 and 2010, and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below: |
| | | | 2011 | | | 2010 | |
| | | | $ | | | $ | |
| | Deferred tax asset (liability) | | | | | | |
| | - Oil and gas assets | | 2,598,000 | | | 2,251,000 | |
| | - Property and equipment | | 298,000 | | | 293,000 | |
| | - Stock-based compensation | | 808,000 | | | 808,000 | |
| | - Net operating losses | | 11,931,000 | | | 11,429,000 | |
| | - Less valuation allowance | | (15,635,000 | ) | | (14,781,000 | ) |
| | Net deferred tax asset | | – | | | – | |
The provision for income tax differs from the amount computed by applying statutory rates to earnings before income taxes. The difference results from the following:
| | | | 2011 | | | 2010 | |
| | | | $ | | | $ | |
| | Earnings (loss) before taxes | | (2,387,000 | ) | | (1,990,000 | ) |
| | Statutory rate | | 35% | | | 35% | |
| | | | | | | | |
| | Computed expected tax recovery | | (836,000 | ) | | (697,000 | ) |
| | Increase in deferred tax assets as a result of amended 2008 tax return | | – | | | 3,819,000 | |
| | Other | | (17,000 | ) | | (23,000 | ) |
| | Change in valuation allowance | | 853,000 | | | (3,099,000 | ) |
| | Reported income taxes | | – | | | – | |
The Company has filed all prior year income tax returns in the United States and to 2007 in Canada. Inherent uncertainties arise over tax positions taken with respect to transfer pricing, related party transactions, tax credits, tax based incentives and stock based transactions. Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material.
F–12
Eden Energy Corp.
December 31, 2011
Notes to the Consolidated Financial Statements
| 13. | Discontinued Operations |
| | |
| During the year ended December 31, 2011 the Company sold its remaining oil and gas assets and as a result has disclosed the results of its oil and gas asset group as discontinued operations. The results of discontinued operations are summarized below: |
| | | | 2011 | | | 2010 | |
| | | | $ | | | $ | |
| | Revenue | | 459,385 | | | 1,156,884 | |
| | | | | | | | |
| | Expenses | | | | | | |
| | Depletion and depreciation | | 150,011 | | | 401,790 | |
| | General and administrative costs | | 309,070 | | | 197,975 | |
| | Interest | | 100,000 | | | 100,000 | |
| | Impairment of oil and gas assets | | 790,759 | | | 960,469 | |
| | Management fees | | 157,201 | | | 211,867 | |
| | Oil and gas operating expenses | | 277,888 | | | 552,071 | |
| | Professional fees | | 5,476 | | | - | |
| | Taxes | | 25,135 | | | 59,201 | |
| | | | | | | | |
| | Total Expenses | | 1,815,540 | | | 2,483,373 | |
| | | | (1,356,155 | ) | | (1,326,489 | ) |
F–13
Eden Energy Corp.
December 31, 2011
Supplementary Information
(unaudited)
Capitalized Costs Related to Oil and Gas Producing Activities
| | | | December 31, | | | December 31, | |
| | | | 2011 | | | 2010 | |
| | | | | | | | |
| | Proved oil and gas properties | $ | - | | $ | 24,444,745 | |
| | Unproved oil and gas properties | | - | | | 9,744,796 | |
| | Less accumulated depletion and impairment | | - | | | (32,152,914 | ) |
| | Less recovery on Noah prospect | | - | | | (332,150 | ) |
| | Net capitalized costs | $ | - | | $ | 1,704,477 | |
Costs incurred in Oil and Gas Property Acquisition, Exploration and Development Activities
| | | | December 31, 2011 | | | December 31, 2010 | |
| | | | Canada | | | United | | | Total | | | Canada | | | United | | | Total | |
| | | | | | | States | | | | | | | | | States | | | | |
| | Property Acquisition Costs: | | | | | | | | | | | | | | | | | | |
| | Proved costs | $ | – | | $ | – | | $ | – | | $ | – | | $ | 1,025 | | $ | 1,025 | |
| | Unproved costs | | – | | | – | | | – | | | – | | | – | | | – | |
| | | | | | | | | | | | $ | – | | | | | | | |
| | | $ | – | | $ | – | | $ | – | | | | | $ | 1,025 | | $ | 1,025 | |
| | Exploration Costs: | | | | | | | | | | | | | | | | | | |
| | Proved costs | $ | – | | $ | – | | $ | – | | $ | – | | $ | (132,155 | ) | $ | (132,155 | ) |
| | Unproved costs | | – | | | – | | | – | | | 4,650 | | | – | | | 4,650 | |
| | | $ | – | | $ | – | | $ | – | | $ | 4,650 | | $ | (132,155 | ) | $ | (127,505 | ) |
Results of Operations from Oil and Gas Producing Activities - United States
| | | | December 31, | | | December 31, | |
| | | | 2011 | | | 2010 | |
| | | | | | | | |
| | Revenue | $ | 459,385 | | $ | 1,156,884 | |
| | Production costs | | (303,023 | ) | | (611,272 | ) |
| | Depletion, depreciation and amortization | | (150,011 | ) | | (435,916 | ) |
| | Impairment of oil and gas property | | (790,760 | ) | | (960,469 | ) |
| | Results of operations from producing activities (excluding corporate overhead and interest) | $ | (784,409 | ) | $ | (850,773 | ) |
F–14
Eden Energy Corp.
December 31, 2011
Supplementary Information
(unaudited)
Reserve Information
The following estimates of proved developed reserve quantities and related standardized measure of discounted net cash flow are estimates only, and do not purport to reflect realizable values or fair market values of the Company’s reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available. All of the Company’s reserves are located in the United States.
Future cash flows are computed by applying the average of the price received at the first of each month for the year 2010 for natural gas and oil to period end quantities of proved natural gas and oil reserves. The average of the market prices used for the standardized measures below were $69.10/barrel for liquids, $60.18/barrel for natural gas liquids (“NGL”) and $3.91/Mcf for gas. Future operating expenses and development costs are computed primarily by the Company’s petroleum engineers by estimating the expenditures to be incurred in developing and producing the Company’s proved natural gas and oil reserves at the end of the period, based on period end costs and assuming continuation of existing economic conditions.
Future income taxes are based on period end statutory rates, adjusted for tax basis and applicable tax credits. A discount factor of ten percent was used to reflect the timing of future net cash flows. The standardized measure of discounted future net cash flows is not intended to represent the replacement cost of fair value of the Company’s natural gas and oil properties. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs, and a discount factor more representative of the time value of money and the risks inherent in reserve estimate of natural gas and oil producing operations.
Proved Oil and Gas Reserve Quantities
| | | | December 31, | | | December 31, | |
| | | | 2011 | | | 2010 | |
| | | | Oil | | | Oil | |
| | | | (bbl) | | | (bbl) | |
| | Balance beginning of the year | | 27,140 | | | 47,057 | |
| | Discoveries | | – | | | – | |
| | Disposals | | (25,648 | ) | | – | |
| | Revisions of previous estimates | | – | | | (15,861 | ) |
| | Production | | (1,492 | ) | | (4,056 | ) |
| | Balance end of the year | | – | | | 27,140 | |
| | | | Gas | | | Gas | |
| | | | (mcf) | | | (mcf) | |
| | Balance beginning of the year | | 745,901 | | | 1,497,744 | |
| | Discoveries | | – | | | – | |
| | Disposals | | (682,938 | ) | | – | |
| | Revisions of previous estimates | | – | | | (594,104 | ) |
| | Production | | (62,963 | ) | | (157,739 | ) |
| | Balance end of the year | | – | | | 745,901 | |
| | | | NGL | | | NGL | |
| | | | (bbl) | | | (bbl) | |
| | Balance beginning of the year | | 20,154 | | | 45,468 | |
| | Discoveries | | – | | | – | |
| | Disposals | | (18,711 | ) | | – | |
| | Revisions of previous estimates | | – | | | (21,475 | ) |
| | Production | | (1,443 | ) | | (3,839 | ) |
| | Balance end of the year | | – | | | 20,154 | |
F–15
Eden Energy Corp.
December 31, 2011
Supplementary Information
(unaudited)
Standardized Measure of Discounted Future Net Cash Flow
| | | | December 31, | | | December 31, | |
| | | | 2011 | | | 2010 | |
| | Future cash inflows | $ | - | | $ | 6,006,827 | |
| | Future production and development costs | | - | | | (2,745,335 | ) |
| | Future income tax expenses | | - | | | (1,141,522 | ) |
| | Future net cash flows | | - | | | 2,119,970 | |
| | 10% annual discount for estimated timing of cash flows | | - | | | (1,012,062 | ) |
| | Standardized measure of discounted future net cash flows | $ | - | | $ | 1,107,908 | |
F–16
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.
Item9A. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2011, the end of the year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and chief financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. It should be noted that due to an unprecedented economic downturn, which began in late 2008, management in early 2009 implemented significant rationalizing initiatives within the Company in attempts to bring costs in line. . As the effectiveness of the Company’s controls and procedures was to a degree dependent on a level of personnel and operations prior to rationalizing efforts, it is possible managements rationalizing initiatives consequently affected these controls. Through the subsequent periods and the year covered by this report, due to these rationalizing efforts, senior management became more directly involved with all aspects of company operations and processes. At December 31, 2011 there remained only one officer in the Company, the others having resigned by the end of the year. However, we maintained an external bookkeeper to assist with the bookkeeping and preparing of the financial statements. Based on the foregoing, our president (also our principal executive officer and chief financial officer) believe that our disclosure controls and procedures were still effective as of the end of the period covered by this quarterly report in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance’s with US generally accepted accounting principles.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) inInternal Control-Integrated Framework. Our management believes that, as of December 31, 2011, our internal control over financial reporting was still effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.
22
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during our year ended December 31, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting, other than that at December 31, 2011 there is only one remaining officer of the Company.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name
| Position Held
with the Company
| Age
| Date First Elected or Appointed
|
Donald Sharpe
| President, Secretary, Chief
Financial Officer, and
Director | 54
| May 14, 2004
|
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Donald Sharpe – President, Secretary, Chief Financial Officer and Director
Mr. Sharpe has been the president and a director of our company since May 14, 2004, and the Secretary and Chief Financial Officer since April 4, 2011.
23
Mr. Sharpe graduated from the University of British Columbia with a Bachelor of Science degree in Geophysics in 1981 and joined Suncor Inc. in August of that year. From 1981 to 1987, Mr. Sharpe trained and worked as an exploration geophysicist, gaining experience in all parts of the exploration and development cycle throughout the Western Canadian Sedimentary Basin.
In 1987, Mr. Sharpe moved into the then new field of gas marketing where he was responsible for the direct marketing of Suncor's gas to industrial, commercial and utility customers in the United States and Eastern Canada. The position required negotiating skills, an understanding of the North American pipeline infrastructure, and an appreciation for the dynamics of natural gas supply and demand. Mr. Sharpe continued his formal education and received a Certificate in Business Management from the University of Calgary in 1989.
In 1990, Mr. Sharpe returned to exploration at Suncor in the position of group leader for British Columbia exploration. In this position, Mr. Sharpe managed a team of professionals in land, geology and geophysics and was responsible for the planning, budgeting and execution of the team's exploration program. Mr. Sharpe continued his education and graduated from the Banff School of Advanced Management in 1991.
In 1994, Mr. Sharpe left Suncor and returned to Vancouver to found and run a number of public companies. Operating under the umbrella of D. Sharpe Management Inc., Mr. Sharpe has consulted to, managed and served as a director of a number of start-up oil and gas companies including Patriot Petroleum Corp., Gemini Energy Inc., Velvet Exploration Inc., Netco Energy Inc. and Nation Energy Ltd. And UNX Energy Corp. From December 17, 2009 Mr. Sharpe has served as president and a director of Coronado Corp., an early stage start up company incorporated in Nevada. (the common shares of which are registered under the Securities Exchange Act of 1934 and quoted on the OTC Bulletin Board).
Mr. Sharpe is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and the Canadian Society of Exploration Geophysicists.
Mr. Sharpe is a significant employee and the loss of this employee would have an adverse impact on our future developments and could impair our ability to succeed.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
24
3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
| | i. | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity |
| | | |
| | ii. | Engaging in any type of business practice; or |
| | | |
| | iii. | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
| | i. | Any Federal or State securities or commodities law or regulation; or |
| | | |
| | ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| | | |
| | iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
25
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2011, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.
Code of Ethics
Effective March 24, 2004, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's president and secretary (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| | 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| | | |
| | 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
| | | |
| | 3. | compliance with applicable governmental laws, rules and regulations; |
| | | |
| | 4. | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
| | | |
| | 5. | accountability for adherence to the Code of Business Conduct and Ethics. |
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission on April 14, 2004 as Exhibit 14.1 to our annual report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Eden Energy Corp., Suite 1660 – 1055 West Hastings Street, Vancouver, British Columbia Canada V6E 2E9.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended December 31, 2011. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
For the year ended December 31, 2011 our only standing committee of the board of directors was our audit committee.
26
Nomination Process
As of December 31, 2011, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.
Audit Committee
Currently our audit committee consists of our sole director. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
During fiscal 2011 aside from quarterly review teleconferences, there were no meetings held by this committee. The business of the audit committee was conducted though these teleconferences and by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.
Audit Committee Financial Expert
Our board of directors has determined that it does have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
| | (a) | our principal executive officer; |
| | | |
| | (b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2011 and 2010; and |
| | | |
| | (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2011 and 2010, |
who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
27
| SUMMARY COMPENSATION TABLE |
Name
and Principal
Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-
Equity
Incentive
Plan
Compensa-
tion
($) |
Nonqualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensa-
tion
($) |
Total
($) |
Donald Sharpe(1)
President and
Director |
2011
2010
|
187,432
244,462
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
187,432
244,462
|
Drew Bonnell(2)
Former Chief
Financial Officer,
Secretary,
Treasurer and
Director |
2011
2010
|
42,548
162,966
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
42,548
162,966
|
Larry Kellison(3),
Forner Chief
Operating Officer |
2011
2010
|
286,633
142,979
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
286,633
142,979
|
| (1) | Mr. Sharpe was appointed the President and a director of our company on May 14, 2004, and Secretary and Chief Financial Officer on April 4, 2011. |
| | |
| (2) | Mr. Bonnell was appointed the Chief Financial Officer, Secretary, Treasurer and Director of our company May 14, 2004 and resigned from all positions effective April 4, 2011. |
| | |
| (3) | Mr. Kellison was appointed the Chief Operating Officer of our company on May 1, 2006 and resigned effective September 29, 2011. |
Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
A management fee expense of $187,432 was charged by D. Sharpe Management Inc., a company wholly-owned by Donald Sharpe, our president and a director of our company for the year ended December 31, 2011. We pay D. Sharpe Management Inc., a company wholly-owned by Donald Sharpe, our president and a director of our company, a management fee of CDN$5,000 per month pursuant to an amended management agreement effective September 1, 2011. During the year ended December 31, 2010, we paid D. Sharpe Management Inc. an aggregate amount of $244,465 for employment services rendered by Donald Sharpe.
A management fee expense of $42,548 was charged by Drew Bonnell in his role as chief financial officer and director of our company for the year ended December 31, 2011. We paid Drew Bonnell, our chief financial officer and a director of our company, a management fee of CDN$13,594 per month, pursuant to an amended management consulting agreement dated December 21, 2007, effective January 1, 2008, in consideration for management services rendered by Drew Bonnell. During the year ended December 31, 2010, we paid Drew Bonnell an aggregate amount of $162,966 for employment services rendered by him.
A management fee expense of $286,353 was charged by Larry Kellison in his role as chief operating officer of our company for the year ended December 31, 2011. We paid Larry Kellison, our chief operating officer, a management fee of $12,587 per month, pursuant to an Executive Employment Agreement dated December 21, 2007, effective January 1, 2008. During the year ended December 31, 2010, we paid Larry Kellison an aggregate amount of $142,979 for employment services rendered by him.
28
2010 Grants of Plan-Based Awards
The following table provides information about equity and non-equity awards granted to the named executives in 2011:
| GRANTS OF PLAN-BASED AWARDS |
Name |
Grant
Date | Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
| Estimated Future Payouts Under
Equity Incentive Plan Awards
| All
Other
Stock
Awards:
Number
of
Shares
of
Stocks
or Units
(#) |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) |
Exercise
or Base
Price of
Option
Awards
($/Sh) |
Grant
Date
Fair
Value
of
Stock
and
Option
Awards |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
($) |
Target
($) |
Maximum
($) |
Donald
Sharpe
President
and
Director) | May
17,
2011
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| 100,000
| 0.30
| $29,821
|
Drew
Bonnell(1)
Former
Chief
Financial
Officer,
Secretary,
Treasurer
and
Director(2) | Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
|
Larry
Kellison(2)
Former
Chief
Operating
Officer(3) | May
17,
2011
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| Nil
| 60,000
| 0.30
| $17,892
|
| (1) | Mr. Bonnell resigned as our chief financial officer, secretary, treasurer and as a director on April 4, 2011. |
| | |
| (2) | Mr. Kellison resigned as our chief operating officer September 29, 2011. |
29
Outstanding Equity Awards at Fiscal Year End
The particulars of unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers are set out in the following table (table reflects March 11, 2010 1:5 reverse share split):
| | Options Awards | Stock Awards |
Name |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) |
Option
Exercise
Price
($) |
Option
Expiration
Date |
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#) |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#) |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($) |
Donald
Sharpe
President
and Director |
100,000
|
-
|
-
|
0.30
|
May 17, 2016
|
-
|
-
|
-
|
-
|
Drew
Bonnell(1)
Former
Chief
Financial
Officer,
Secretary,
Treasurer
and Director |
10,000
10,000
|
-
-
|
-
-
|
38.50
15.00
|
Dec 20, 2011
Jan 22, 2013
|
-
-
|
-
-
|
-
-
|
-
-
|
Larry
Kellison(2)
Former
Chief
Operating
Officer |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
| (1) | Mr. Bonnell resigned as our chief financial officer, secretary, treasurer and as a director on April 4, 2011. |
| | |
| (2) | Mr. Kellison resigned as our chief operating officer September 29, 2011. |
Option Exercises and Stock Vested
During our Fiscal year ended December 31, 2011 there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
30
The following table sets forth a summary of the compensation paid to our non-employee directors in 2011:
| DIRECTOR COMPENSATION |
Name |
Fees
Earned or
Paid in
Cash
($) |
Stock
Awards
($)(1) |
Option
Awards
($)(1)(2) |
Non-Equity
Incentive
Plan
Compensation
($) | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensation
($) |
Total
($) |
| John Martin(3) | Nil | Nil | 11,928 | Nil | Nil | Nil | 11,928 |
| Ralph Stensaker(4) | Nil | Nil | 11,928 | Nil | Nil | Nil | 11,928 |
(1) Based on the dollar amount recognized for financial statement reporting purposes with respect to the year ended December 31, 2011 in accordance with SFAS 123R, excluding estimated forfeitures and using only actual forfeitures. The assumptions we used for calculating the grant date fair value are set forth in Notes to our consolidated financial statements included in this Annual Report.
(2) As of December 31, 2011, the aggregate number of shares of our Common Stock subject to outstanding option awards held by our non-employee directors was as follows: Ralph Stensaker, 40,000shares.
(3) Mr. Martin resigned as a director of our company on September 30, 2011.
(4) Mr. Stensaker resigned as a director of our company on October 5, 2011.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of April 13, 2012, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
31
Name and Address of Beneficial Owner
| Amount and Nature of
Beneficial Ownership | Percentage
of Class(1) |
Donald Sharpe
1281 Eldon Road
North Vancouver, BC V7R 1T5 | 3,595,452 common shares(2)
| 53.42%
|
| Directors and Executive Officers as a Group(1) | 3,595,452common shares | 53.42% |
Sean Dickenson
990 Jefferson Avenue
West Vancouver BC V7T 2A4 | 670,000 common shares
| 10.11%
|
| | (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 13, 2012. As of April 13 2012 there were 6,629,528 shares of our company’s common stock issued and outstanding |
| | | |
| | (2) | Includes options to acquire an aggregate of 100,000 shares of common stock exercisable within 60 days. |
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.
Over the year ended December 31, 2011, our company incurred management fee expenses in the amount of$259,980 and consulting fee expenses in the amount of $nil.
A management fee expense of $187,432 was charged by D. Sharpe Management Inc., a company wholly-owned by Donald Sharpe, our president and a director of our company for the year ended December 31, 2011. We pay D. Sharpe Management Inc., a company wholly-owned by Donald Sharpe, our president and a director of our company, a management fee of Cdn$5,000 per month pursuant to an amended management agreement effective September 1, 2011. During the year ended December 31, 2010, we paid D. Sharpe Management an aggregate amount of $244,465.
A management fee expense of $42,548 was charged by Drew Bonnell in his role as chief financial officer and director of our company for the year ended December 31, 2011. We paid Drew Bonnell, our former chief financial officer and a former director of our company, a management fee of Cdn$13,594 per month, pursuant to an amended management consulting agreement dated December 21, 2007, effective January 1, 2007, in consideration for management services rendered by Drew Bonnell. During the year ended December 31, 2010, we paid Drew Bonnell an aggregate amount of $162,966.
32
A management fee expense of $286,633 was charged by Larry Kellison in his role as chief operating officer of our company for the year ended December 31, 2011. We paid Larry Kellison, our former chief operating officer, a management fee of $12,587 per month, pursuant to an Executive Employment Agreement dated December 21, 2007, effective January 1, 2008, in consideration for management services rendered by Larry Kellison. During the year ended December 31, 2010, we paid Larry Kellison an aggregate amount of $142,979.
During the year ended December 31, 2010, the Company recorded stock-based compensation of $83,498 (2010 - $nil) as management fees to officers and directors.
Director Independence
We currently act with one (1) director, consisting of Donald Sharpe.
Currently our audit committee consists of our sole director. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
Our board of directors has determined that it does not have a member of its audit committee who qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2011 and for fiscal year ended December 31, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| | Year Ended |
| December 31, 2010 | December 31, 2011 |
| Audit Fees | $25,500 | $18,000 |
| Audit Related Fees | $15,000 | $12,000 |
| Tax Fees | $Nil | $Nil |
| All Other Fees | $Nil | $Nil |
| Total | $40,500 | $30,000 |
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
33
PART IV
Item 15. Exhibits, Financial Statement Schedules
| (a) | Financial Statements |
| | | |
| (1) | Financial statements for our company are listed in the index under Item 8 of this document |
| | | |
| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
| | | |
| (b) | Exhibits |
| Exhibit | |
| Number | Description |
| | |
| (3) | (i) Articles of Incorporation; and (ii) Bylaws |
| | |
| 3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB, filed on September 11, 2000). |
| | |
| 3.2 | Bylaws (incorporated by reference from our Registration Statement on Form 10-SB, filed on September 11, 2000). |
| | |
| 3.3 | Certificate of Amendment filed with the Secretary of State of Nevada on June 16, 2004 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 22, 2004). |
| | |
| 3.4 | Certificate of Amendment filed with the Secretary of State of Nevada on August 6, 2004 (incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 22, 2004). |
| | |
| 3.5 | Certificate of Amendment filed with the Secretary of State of Nevada on August 6, 2010 (incorporated by reference from our Current Report on Form 8-K filed on August 9, 2010. |
| | |
| (4) | Instruments defining rights of security holders, including indentures |
| | |
| 4.1 | 2004 Stock Option Plan (incorporated by reference from our Form S-8, filed on October 8, 2004). |
| | |
| 4.2 | Amended 2004 Stock Option Plan (incorporated by reference from our Current Report filed on Form 8- K filed on January 23, 2008) |
| | |
| (10) | Material Contracts |
| | |
| 10.1 | Agreement Starlight Oil & Gas LLC and Starlight Operating Company, Inc. effective August 31, 2007 (incorporated by reference from our Current Report on Form 8-K filed on September 11, 2007). |
| | |
| 10.2 | Amended Management Consulting Agreement dated December 21, 2007 and made effective January 1, 2008 with D. Sharpe Management Inc. (incorporated by reference from our Current Report on Form 8-K filed on December 28, 2007). |
| | |
| 10.3 | Amended Management Consulting Agreement dated December 21, 2007 and made effective January 1, 2008 with Drew Bonnell (incorporated by reference from our Current Report on Form 8-K filed on December 28, 2007). |
| | |
| 10.4 | Form of Note and Warrant Amendment Agreement dated January 17, 2008 (incorporated by reference from our Current Report on Form 8-K filed on January 23, 2008). |
| | |
| 10.5 | Form of Stock Option Agreement with Donald Sharpe, Drew Bonnell, John Martin, Ralph Stensaker, Larry Kellison, Kim Lloyd, Olga Bespalaja and Paul Mitchell (incorporated by reference from our Current Report on Form 8-K filed on January 23, 2008). |
| | |
| 10.6 | Note and Warrant Amendment Agreement dated February 8, 2008 with RAB Special Situations (Master) Fund Limited (incorporated by reference from our Current Report on Form 8-K filed on February 14, 2008). |
34
| Exhibit | |
| Number | Description |
| | |
| 10.7 | Form of Note and Warrant Amendment Agreement dated April 2, 2008 (incorporated by reference from our Current Report on Form 8-K filed on April 4, 2008). |
| | |
| 10.8 | Executive Employment Agreement between the company and Larry Kellison, executed July 18, 2008 and dated effective January 1, 2008 (incorporated by reference from our Current Report on Form 8-K filed on July 22, 2008). |
| | |
| 10.9 | Amending Agreement between Eden Energy Corp. and D. Sharpe Management Inc., dated effective October 14, 2010 (incorporated by reference from our Current Report on Form 8-K filed on October 18, 2010). |
| | |
| (14) | Code of Ethics |
| | |
| 14.1 | Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10- KSB filed on April 14, 2004). |
| | |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications |
| | |
| 31.1* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe |
| | |
| (32) | Section 1350 Certifications |
| | |
| 32.1* | Section 906 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe |
* Filed herewith.
35
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its
| | EDEN ENERGY CORP. |
| | (Registrant) |
| | |
| Dated: April 19, 2012 | /s/ Donald Sharpe |
| | Donald Sharpe |
| | President and Director |
| | (Principal Executive Officer, Principal Financial |
| | Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: April 19, 2012 | /s/ Donald Sharpe |
| | Donald Sharpe |
| | President and Director |
| | (Principal Executive Officer, Principal Financial |
| | Officer and Principal Accounting Officer) |
36
