Scout Exploration (SCXN) 10-Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x           Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2010

o           Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission File Number 0 - 52280

SCOUT EXPLORATION, INC.

(Exact name of Small Business Issuer as specified in its charter)

Nevada	98-0504670
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

609 – 475 Howe Street, Vancouver BC V6C 2B3

(Address of principal executive offices)

(604) 682-1643

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o   No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o   No o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o   No þ

There are 13,947,000 common shares of Scout Exploration, Inc. issued and outstanding as of August 29, 2012.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Scout Exploration, Inc.

(an Exploration Stage Enterprise)

Interim Financial Statements

(Unaudited) (presented in US dollars)

June 30, 2010

1

Scout Exploration, Inc.

(a Development Stage Company)

(Unaudited) (Presented in US Dollars)

INDEX

Interim Balance Sheets	3
Interim Statements of Stockholders’ Deficit	4
Interim Statements of Operations	5
Interim Statements of Cash Flows	6
Notes to the Interim Financial Statements	7

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Scout Exploration, Inc.
(an Exploration Stage Company)
Interim Balance Sheets
(Unaudited) (Presented in US Dollars)
	(Unaudited) June 30, 2010			September 30, 2009
Assets
Current
Cash	$	202		$	-
Liabilities
Current
Bank indebtedness	$	-		$	282
Accounts payable and accrued liabilities (note 5)		253,214			209,864
Note payable (note 4)		13,705			-
Due to related parties (note 5)		22,678			21,628
		289,597			231,774
Stockholders' Deficit
Preferred stock
Authorized: 1,000,000 shares with par value of $0.01
Issued: Nil (September 30, 2009 - Nil)		-			-
Common stock
Authorized: 50,000,000 shares with par value of $0.001
Issued: 8,947,000 (September 30, 2009 - 8,947,000)		8,947			8,947
Subscriptions received in advance		4,100			4,100
Subscriptions receivable		(5,246	)		(5,246	)
Additional paid in capital		996,853			996,853
Deficit accumulated during the exploration stage		(1,294,049	)		(1,236,428	)
		(289,395	)		(231,774	)
	$	202		$	-
Going Concern (Note 1)

The accompanying notes are an integral part of the interim financial statements.

3

Scout Exploration, Inc.
(an Exploration Stage Company)
Interim Statements of Stockholders' Deficit
(Unaudited) (Presented in US Dollars)
From Incorporation on February 1, 1999 to June 30, 2010
													Deficit
													accumulated
	Shares of				Additional		Subscriptions						during the
	common		Capital		paid-in		received			Subscriptions			exploration
	stock		stock		capital		in advance			receivable			stage			Total
Balance February 1, 1999		-	$	-	$	-	$	-		$	-		$	-		$	-
Subscriptions received in advance		-		-		-		37,100			-			-			37,100
Net loss for the period		-		-		-		-			-			(32,002	)		(32,002	)
Balance September 30, 1999		-		-		-		37,100			-			(32,002	)		5,098
Net loss for the year		-		-		-		-			-			(3,829	)		(3,829	)
Balance September 30, 2000		-		-		-		37,100			-			(35,831	)		1,269
Issue common shares for cash		3,700,000		3,700		33,300		(37,000	)		-			-			-
Net loss for the year		-		-		-		-			-			(3,754	)		(3,754	)
Balance September 30, 2001		3,700,000		3,700		33,300		100			-			(39,585	)		(2,485	)
Net loss for the year		-		-		-		-			-			(3,216	)		(3,216	)
Balance September 30, 2002		3,700,000		3,700		33,300		100			-			(42,801	)		(5,701	)
Net loss for the year		-		-		-		-			-			(3,120	)		(3,120	)
Balance September 30, 2003		3,700,000		3,700		33,300		100			-			(45,921	)		(8,821	)
Net loss for the year		-		-		-		-			-			(3,127	)		(3,127	)
Balance September 30, 2004		3,700,000		3,700		33,300		100			-			(49,048	)		(11,948	)
Net loss for the year		-		-		-		-			-			(10,776	)		(10,776	)
Balance September 30, 2005		3,700,000		3,700		33,300		100			-			(59,824	)		(22,724	)
Issue common shares for cash		1,700,000		1,700		83,300		-			-			-			85,000
Issue common shares for mineral property		500,000		500		24,500		-			-			-			25,000
Net loss for the year		-		-		-		-			-			(85,201	)		(85,201	)
Balance September 30, 2006		5,900,000		5,900		141,100		100			-			(145,025	)		2,075
Issuance of common stock for cash and subscription receivable		1,400,000		1,400		208,600		-			(75,000	)		-			135,000
Net loss		-		-		-		-			-			(131,869	)		(131,869	)
Balance September 30, 2007		7,300,000		7,300		349,700		100			(75,000	)		(276,894	)		5,206
Cash received for
subscriptions receivable		-		-		-		-			75,000			-			75,000
Issuance of common stock
for consulting services		150,000		150		74,850		-			-			-			75,000
Issuance of common stock for cash		1,397,000		1,397		557,403		4,000			(23,000	)		-			539,800
Net loss		-		-		-		-			-			(792,378	)		(792,378	)
Balance September 30, 2008		8,847,000		8,847		981,953		4,100			(23,000	)		(1,069,272	)		(97,372	)
Cash received for
subscriptions receivable		-		-		-		-			17,754			-			17,754
Shares issued for consulting services		100,000		100		14,900		-			-			-			15,000
Net loss		-		-		-		-			-			(167,156	)		(167,156	)
Balance September 30, 2009		8,947,000		8,947		996,853		4,100			(5,246	)		(1,236,428	)		(231,774	)
Net loss		-		-		-		-			-			(57,621	)		(57,621	)
Balance June 30, 2010		8,947,000	$	8,947	$	996,853	$	4,100		$	(5,246	)	$	(1,294,049	)	$	(289,395	)

The accompanying notes are an integral part of the interim financial statements.

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Scout Exploration, Inc.
(an Exploration Stage Company)
Interim Statements of Operations
(Unaudited) (Presented in US Dollars)
	Cumulative from inception through June 30			Three months ended June 30						Nine months ended June 30
	2010			2010			2009			2010			2009
Administrative expenses
Accounting and audit	$	187,906		$	3,500		$	4,562		$	11,500		$	19,371
Bank charges and interest		13,513			1,889			4,097			3,850			4,267
Consulting fees		117,983			-			869			-			15,869
Directors’ fees (note 5)		92,000			12,000			6,000			18,000			18,000
Filing fees, dues and subscriptions		16,824			(719	)		1,004			114			5,391
Foreign exchange loss (gain)		18,135			(5,697	)		5,223			630			638
Legal		138,207			-			-			1,296			269
Magazine rights		5,100			-			-			-			-
Management fees (note 5)		35,575			-			-			-			-
Office and administration (note 5)		164,666			-			9,187			20,431			26,905
Promotion and travel		57,144			-			300			-			1,909
Transfer agent		19,376			1,200			600			1,800			1,800
		866,429			12,173			31,842			57,621			94,419
Resource property expenses
Acquisition costs		30,000			-			-			-			-
Exploration costs		860			-			-			-			-
		30,860			-			-			-			-
Loss from impairment of investment		396,760			-			-			-			-
Loss and comprehensive loss	$	(1,294,049	)	$	(12,173	)	$	(31,842	)	$	(57,621	)	$	(94,419	)
Basic and diluted loss per share				$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average shares outstanding					8,947,000			8,947,000			8,947,000			8,917,696

The accompanying notes are an integral part of the interim financial statements.

5

Scout Exploration, Inc.
(an Exploration Stage Company)
Interim Statements of Cash Flows
(Unaudited) (Presented in US Dollars)
	Cumulative from inception through June 30			Nine months ended June 30
	2010			2010			2009
Cash flows from operating activities
Net loss	$	(1,294,049	)	$	(57,621	)	$	(94,419	)
Adjustments to reconcile net loss to net cash
used in operating activities
Services settled by issuance of stock		115,100			-			15,000
Loss from impairment of investment		396,760			-			-
Expenses paid by subsidiary and forgiven		20,480			-			-
Unrealized foreign exchange		17,185			5,593			410
Accrued interest		1,854			1,854			-
Changes in operating assets and liabilities
Prepaid expenses		-			-			4,280
Accounts payable and accrued liabilities		240,435			38,035			9,157
		(502,235	)		(12,139	)		(65,572	)
Cash flows from investing activities
Acquisition of investment		(417,240	)		-			-
Cash flows from financing activities
Proceeds from Issuance of common stock		889,554			-			17,754
Advances from related parties		22,678			1,050			21,628
Proceeds from issuance of note		11,851			11,851			-
Repayment of bank indebtedness		-			(282	)		-
		924,083			12,619			39,382
Effect of exchange rate changes on cash		(4,406	)		(278	)		(410	)
(Decrease) increase in cash		202			202			(26,600	)
Cash at beginning of the period		-			-			31,560
Cash at end of the period	$	202		$	202		$	4,960
Supplemental disclosure with respect to cash flows (Note 6)

 

The accompanying notes are an integral part of the interim financial statements.

6

Scout Exploration, Inc.

Notes to the Interim Financial Statements

(Unaudited) (Presented in US dollars)

June 30, 2010

1. Nature of operations and going concern

Scout Exploration, Inc. (the “Company”) was incorporated in the State of Nevada on February 1, 1999. The Company was initially engaged in the business of designing, developing and marketing educational products. On April 10, 2006 the Company changed its name from Virtual Curricula Corp. to Scout Exploration, Inc.

The Company’s continuing operations, as intended, are dependent on management’s ability to raise required funding through future equity issuances, asset sales or a combination thereof, which is not assured. These financial statements have been prepared on a going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business.

At June 30, 2010, the Company had suffered losses from exploration stage activities to date, and has a working capital deficit of $289,395. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. Basis of presentation

The interim financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its audited financial statements for the year ended September 30, 2009 and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the period presented is not necessarily indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited, except for the balance sheet at September 30, 2009, which has been derived from the audited financial statements at that date.

3. Resource properties

On March 4, 2006 the Company signed a letter of agreement with a non-arms length private Canadian Corporation for a 100% interest in and to the Wheaton River AAV 1-9 Claims situated in the Whitehorse Mining District of the Yukon Territory, Canada. Terms of the purchase require a cash payment of $5,000 by March 31, 2006 (paid) and $20,000 on or before September 30, 2006 (subsequently deferred until such a time as the Company is able to secure financing), and the issuance of 500,000 common shares of the Company (issued at fair value of $0.05 per common share). The Vendor will retain a 3% net smelter royalty, up to 2% of which can be re-purchased for $2,000,000.

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Scout Exploration, Inc.

Notes to the Interim Financial Statements

(Unaudited) (Presented in US dollars)

June 30, 2010

4. Note payable

The note payable has a principal amount of $10,000, bears interest at 25% per annum, and was due on June 21, 2010. As further consideration the lender will be issued shares of the Company’s capital stock having an aggregate value of $2,500.

The interest and principal were not paid as required on the maturity date and the note is currently in default.

5. Related party transactions

a) During the period ended June 30, 2010, directors’ fees of $18,000 (2009 - $18,000) were paid or accrued to two directors of the Company.

b) During the period ended June 30, 2010, office and administration fees and management fees of $20,431 (2009 - $26,624) were paid or accrued to corporations controlled by a Director of the Company.

c) At June 30, 2010, $100,604 (September 30, 2009 - $64,630) owed to Directors and corporations controlled by a Director of the Company was included in accounts payable. The balance is due on demand, has no specific terms of repayments, is non-interest bearing and is unsecured, and accordingly fair value cannot be reliably determined.

d) As of June 30, 2010, advances due to directors in the amount of $22,678 (September 30, 2009 – $21,628) are outstanding. The advances are due on demand, have no specific terms of repayment, are non-interest bearing and unsecured, and accordingly fair value cannot be reliably determined.

The above transactions occurred in the normal course of operations and were measured at the exchange amount which represented the consideration established and agreed to by the related parties.

6. Supplemental disclosure with respect to cash flows

Supplemental cash flow information for the six months ended June 30 is as follows:

	2010		2009
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

7. Financial instruments and risk management

a) Fair value

The Company’s financial instruments include bank indebtedness, accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

8

Scout Exploration, Inc.

Notes to the Interim Financial Statements

(Unaudited) (Presented in US dollars)

June 30, 2010

7. Financial instruments and risk management (continued)

b) Foreign exchange risk

The Company expects to raise equity predominantly in United States dollars. The Company is conducting business in Canada where financial transactions are based on the Canadian dollar. As such, the Company is subject to risks due to fluctuations in the exchange rates for the U.S. and Canadian dollar. The Company does not enter into derivative financial instruments to mitigate its exposure to foreign currency risk.

At June 30, 2010 the Company had the following financial assets and liabilities denominated in Canadian dollars:

	CDN Dollars
Cash	$	49
Accounts payable and accrued liabilities	$	125,929

At June 30, 2010 CDN dollar amounts were converted at a rate of $1.06 Canadian dollars to $1.00 US dollar.

8. Subsequent events

On September 14, 2011 and as amended on July 31, 2012, the Company entered into a letter of intent with IDS Offshore Inc. (“IDS”) pursuant to which the Company may acquire the exclusive rights to certain intellectual property and patents surrounding the rapid oil boom project held and developed by IDS (the “Project”), for total cash consideration of $4,265,000 payable at various dates over a 3 year period commencing on July 31, 2012, and issuance of 5,000,000 common shares of the Company on signing the amended letter of intent (issued), and a total 7,500,000 common shares of the Company upon completion of various phases of the Project.

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Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of precious and base metals, oil and gas, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Our actual results may differ materially. In evaluating these statements, you should consider various factors. These factors may cause actual results to differ materially from any forward-looking statement. While these forward-looking statements are made in good faith and reflect our current judgment regarding our business plans, actual results from our operations will almost always vary, sometimes materially, from any future performance suggested herein.

General

The following discussion and analysis should be read in conjunction with our financial statements for the three and nine months ended June 30, 2010, and notes related thereto appearing elsewhere in this report.

Plan of Operations

Over the next year our plan of operations is to review our existing mineral property, evaluate potential acquisitions of additional mineral properties, and secure financing for the Company to carry out its operations.

As of June 30, 2010, we had $202 cash on hand and negative working capital of $289,395.

We will need to obtain additional financing in order to continue our plan of operations.

We believe that debt financing will not be a feasible alternative, as we do not have sufficient unencumbered tangible assets to secure any debt financing. We anticipate that additional financing will be equity financing from the sale of our common stock. However, we do not have any financing arranged and nor can we provide investors with any assurance that we will be able to raise sufficient funding from such potential equity financings.  In the absence of such financing, we will not be able to continue exploration or development of our mineral claims and our business plan will then fail. Even if we are successful in obtaining equity financing to fund exploration of our mineral claims and acquisition of additional mineral properties as well as other operational costs, there is no assurance of success from such exploration activities. In the event we do not continue to obtain additional financing, we will be forced to abandon our mineral claims.

10

Future Financing

We anticipate we will continue to rely on equity sales of our common stock to finance our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned exploration or development activities.

Results of Operations

General and administrative expenses were decreased for the three months ended June 30, 2010 at $12,173 compared to $31,842 for the three months ended June 30, 2009, mainly as a result of a foreign exchange gain and reduced office and administration.

Our loss for the three months ended June 30, 2010 was $12,173 as compared to $31,842 for the three months ended June 30, 2009.

Item 3 Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Exchange Act, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, these officers concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company's management, including our company's principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending September 30, 2011: (i) appoint additional qualified personnel to address inadequate

11

segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2010, there were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1 LEGAL PROCEEDINGS.

None.

Item 2 UNREGISTERED SALES OF EQUITY SECURITIES.

None.

Item 3 DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4 (REMOVED AND RESERVED)

Item 5 OTHER INFORMATION.

None.

Item 6 EXHIBITS

Exhibit 31.1	Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certifications of C.E.O. Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certifications of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  September 6, 2012

SCOUT EXPLORATION, INC.

By: /s/ John Roozendaal                                          

Name: John Roozendaal

Title: President and Chief Executive Officer

By: /s/ Jason Walsh                                                 

Name: Jason Walsh

Title: Treasurer and Principal Accounting Officer

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