UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: November 30, 2012 | |
| Or | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from: _____________ to _____________ | |
Commission File Number: 000-52645
STRONGBOW RESOURCES INC
(Exact Name of Issuer as specified in its charter)
| Nevada | 20-4119257 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
250-777 N. Rainbow Blvd., Las Vegas, NV 89107
(Address of Issuer’s Principal Executive Offices) (Zip Code)
(281) 260-1034
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. þ Yes ¨ No
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). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
| Class of Stock | No. Shares Outstanding | Date | ||
| Common | 108,886,705 | January 14, 2013 |
FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain an historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements 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. In evaluating forward looking statements, you should consider various factors outlined in our latest Form 10-K filed with U.S. Securities Exchange Commission (“SEC”) on May 29, 2012, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements.
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PART I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
| November 30, 2012 | February 29, 2012 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| ASSETS | ||||||||
| Cash | $ | 99,472 | $ | 78,196 | ||||
| Prepaid expense and other | 116,573 | 4,069 | ||||||
| Current Assets | 216,045 | 82,265 | ||||||
| Oil and gas properties, full cost method, unproven | 1,874,976 | 26,658 | ||||||
| Total Assets | $ | 2,091,021 | $ | 108,923 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | 1,148,771 | $ | 173,361 | ||||
| Due to related parties | 10,500 | 10,500 | ||||||
| Advances and notes payable | 614,708 | - | ||||||
| Total Current Liabilities | 1,773,979 | 183,861 | ||||||
| NONCURRENT LIABILITIY - Asset retirement obligations | 30,661 | - | ||||||
| 1,804,640 | 183,861 | |||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Capital Stock | ||||||||
| Authorized: | ||||||||
| 750,000,000 common shares, par value $0.001 per share | ||||||||
| Issued and outstanding: | ||||||||
| 108,886,705 common shares (105,656,402 at February 29, 2012) | 17,087 | 13,856 | ||||||
| Additional paid in capital | 1,740,084 | 899,690 | ||||||
| Accumulated other Comprehensive loss | (14,763 | ) | - | |||||
| Deficit accumulated during the exploration stage | (1,456,027 | ) | (988,484 | ) | ||||
| Total Stockholders' Equity (Deficit) | 286,381 | (74,938 | ) | |||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | 2,091,021 | $ | 108,923 | ||||
The accompanying notes are an integral part of these unaudited financial statements
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STRONGBOW RESOURCES INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| Cumulative results | ||||||||||||||||||||
| from July 9, 2004 to | Three Months Ended | Nine Months Ended | ||||||||||||||||||
| November 30, 2012 | November 30, 2012 | November 30, 2011 | November 30, 2012 | November 30, 2011 | ||||||||||||||||
| EXPENSES | ||||||||||||||||||||
| Lease operating expenses | $ | 3,758 | $ | 3,758 | $ | - | $ | 3,758 | $ | - | ||||||||||
| Office, travel and general | 336,625 | 39,799 | 7,176 | 135,789 | 47,250 | |||||||||||||||
| Management fees | 383,741 | 39,363 | 9,000 | 117,052 | 27,000 | |||||||||||||||
| Consulting | 541,411 | 27,075 | 18,000 | 176,075 | 100,700 | |||||||||||||||
| Professional fees | 214,440 | 16,391 | 4,748 | 34,869 | 6,578 | |||||||||||||||
| Total Expenses | (1,479,975 | ) | (126,386 | ) | (38,924 | ) | (467,543 | ) | (181,528 | ) | ||||||||||
| GAIN ON SETTLEMENT OF DEBT | 48,948 | - | - | - | - | |||||||||||||||
| LOSS ON SETTLEMENT OF DEPOSIT | (25,000 | ) | - | - | - | - | ||||||||||||||
| NET LOSS | $ | (1,456,027 | ) | $ | (126,386 | ) | $ | (38,924 | ) | $ | (467,543 | ) | $ | (181,528 | ) | |||||
| Foreign Currency Translation | (14,763 | ) | (617 | ) | - | (14,763 | ) | - | ||||||||||||
| COMPREHENSIVE LOSS | $ | (1,470,790 | ) | $ | (127,003 | ) | $ | (38,924 | ) | $ | (482,306 | ) | $ | (181,528 | ) | |||||
| BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF BASIC AND | ||||||||||||||||||||
| DILUTED COMMON SHARES OUTSTANDING | 108,855,936 | 104,323,069 | 107,914,430 | 104,323,069 | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
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| STRONGBOW RESOURCES INC. | ||||||||
| (An Exploration Stage Company) | ||||||||
| STATEMENTS OF CASH FLOWS | ||||||||
| (Unaudited) |
| Cumulative results | ||||||||||||
| from July 9, 2004 to | Nine Months Ended | |||||||||||
| November 30, 2012 | November 30, 2012 | November 30, 2011 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss from continuing operations | $ | (1,456,027 | ) | $ | (467,543 | ) | $ | (181,528 | ) | |||
| Adjustments to reconcile net loss to net cash | ||||||||||||
| used in operating activities: | ||||||||||||
| Gain from settlement of indebtedness | (48,948 | ) | - | - | ||||||||
| Service fees paid in stock | 44,000 | 44,000 | - | |||||||||
| Unrealized foreign exchange losses | (14,763 | ) | (14,763 | ) | - | |||||||
| Changes in non-cash working capital items | ||||||||||||
| Prepaid expenses | (116,573 | ) | (112,504 | ) | 4,394 | |||||||
| Accounts payable and accrued liabilities | 196,157 | 39,452 | 37,149 | |||||||||
| Assignment of accrued expenses | 25,271 | - | 25,271 | |||||||||
| Cash used by continuing operations | (1,370,883 | ) | (511,358 | ) | (114,714 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Expenditures on oil and gas properties | (891,699 | ) | (881,699 | ) | - | |||||||
| Cash used by investing activities | (891,699 | ) | (881,699 | ) | - | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Common stock issued for cash | 1,519,900 | 799,625 | - | |||||||||
| Proceeds from advances and notes payable | 614,708 | 614,708 | - | |||||||||
| Payments to related parties | (11,350 | ) | - | - | ||||||||
| Proceeds from related parties | 238,797 | - | 111,350 | |||||||||
| Cash provided by financing activities | 2,362,054 | 1,414,333 | 111,350 | |||||||||
| CHANGE IN CASH | 99,472 | 21,276 | (3,364 | ) | ||||||||
| CASH, BEGINNING | - | 78,196 | 4,017 | |||||||||
| CASH, ENDING | $ | 99,472 | $ | 99,472 | $ | 653 | ||||||
| SUPPLEMENTAL DISCLOSURE: | ||||||||||||
| Cash paid for Interest | $ | 900 | $ | - | $ | 394 | ||||||
| Cash paid for Income taxes | $ | - | $ | - | $ | - | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Note Payable forgiven in assignment transaction | $ | 150,000 | $ | - | $ | - | ||||||
| Common stock issued as repayment of note payable | $ | 18,000 | $ | - | $ | - | ||||||
| Common stock issued for services | $ | 44,000 | $ | 44,000 | $ | - | ||||||
| Accrued expenditures on oil and gas properties | $ | 935,958 | $ | 935,958 | $ | - | ||||||
The accompanying notes are an integral part of these unaudited financial statements
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STRONGBOW RESOURCES INC.
(An Exploration Stage Company)
NOTE TO THE FINANCIAL STATEMENTS
(Unaudited)
| 1. | NATURE AND CONTINUANCE OF OPERATIONS |
Strongbow Resources Inc. (the “Company”) was incorporated in the State of Nevada on July 9, 2004. The Company is in the exploration stage and focuses its business efforts on the acquisition, exploration, and development of oil and gas properties.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of November 30, 2012, the Company has not yet achieved profitable operations and has accumulated a deficit of $1,456,027. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities when they come due. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations.
| 2. | BASIS OF PRESENTATION |
Unaudited Interim Financial Statements
The unaudited interim financial statements of Strongbow Resources Inc. (the “Company”) have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended February 29, 2012 included in the Company’s Annual Report on Form 10-K filed with the SEC. The interim unaudited financial statements should be read in conjunction with those financial statements included in the 10-K report. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended November 30, 2012 are not necessarily indicative of the results that may be expected for the year ending February 28, 2013.
Recent Accounting Pronouncements
The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.
| 3. | OIL AND GAS PROPERTIES |
Effective February 21, 2012, the Company entered into a Farmout Agreement (the “Agreement”) with Harvest Operations Corp. (“Harvest”). The Agreement provided for the Company’s acquisition of an undivided 100% working interest (“Working Interest”) in a petroleum and natural gas license covering eight (8) sections of land located in the Compeer Area in the Province of Alberta, Canada (the “Farmout Lands”). The Farmout Lands have no proven reserves or current production.
To earn the Working Interest the Company was required to drill, complete, equip or abandon a test well on the Farmout Lands (“Test Well”). The Company was also subject to a non-performance penalty in the amount of CAD$350,000 (USD$344,000) payable to the Harvest in the event the Company was unable to obtain operator status in Alberta on or before March 30, 2012, or was unable to meet the Test Well commitment under the Agreement. On March 14, 2012, the Company obtained operator status in the Province of Alberta. On April 4, 2012, the Alberta Energy Resources Conservation Board approved the transfer of the well license relating to the Test Well from Harvest to the Company.
The Test Well was spudded on May 27, 2012, and the total depth drilled in the Test Well met the contract depth requirements under the Agreement. On September 5, 2012, the Company received an earning notice from Harvest granting the Company a 100% working interest in the Farmout Lands.
As of November 30, 2012, the Company has recognized no revenue or reserves, and has incurred approximately $1,875,000 in exploration costs to drill, complete and equip the Test Well.
| 4. | ASSET RETIREMENT OBLIGATIONS |
Accounting Policy
The Company records asset retirement obligations based on the guidance set forth in ASC Topic 410, as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated balance of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. The associated asset retirement obligation asset is capitalized as part of the cost of the related asset and amortized over its useful life. The associated asset retirement obligation liability is subject to periodic accretion based on the Company's credit-adjusted discount. Accretion expense is offset with an increase to the asset retirement obligation liability account, and, at the end of the asset’s life, the liability account will have a balance equal to the amount needed to settle the retirement obligation. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.
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Asset Retirement Obligation
The Company has recognized $30,661 in asset retirement obligations related to the future plugging and abandonment of the Test Well on the Farmout Lands
The Company has no assets that are legally restricted for purposes of settling asset retirement obligations.
| 5. | ADVANCES AND NOTES PAYABLE |
At November 30, 2012, the Company had $614,708 in advances and notes payable consisting of:
| a) | an unsecured, non-interest bearing advance in the amount of CAD$54,950 (USD$55,379) which is payable upon demand by the payee, and |
| b) | CAD$555,000 (USD$559,329) in short term note obligations to an unrelated party which is a potential farm-in partner. The notes payable are unsecured, non-interest bearing, payable upon demand, and may be used by the payee, in whole or in part, to offset any funding obligations incurred by the payee in connection with any existing or future farm-in/farm-out agreements with the Company. |
| 6. | CAPITAL STOCK |
On March 14, 2012, the Company sold 1,200,000 common shares at a price of $0.25 per share. Gross proceeds from the private placement totaled $300,000. The Company paid $10,500 in finder’s fees in connection with the sale of the shares.
On May 24, 2012, the Company sold 530,303 common shares at a price of $0.33 per share. Gross proceeds from the private placement totaled $175,000. The Company paid $6,125 in finder’s fees in connection with the sale of the shares.
On June 28, 2012, the Company sold 1,000,000 common shares at a price of $0.25 per share. Gross proceeds from the private placement totaled $250,000. The Company paid $8,750 in finder’s fees in connection with the sale of the shares.
On September 7, 2012, the Company sold 400,000 common shares at a price of $0.25 per share. Gross proceeds from the private placement totaled $100,000.
On March 15, 2012 the Company entered into a consulting agreement for investor relations services. Compensation to the consultant is $7,000 per month and 100,000 of the Company’s restricted common shares for each 3 months of this engagement. Effective May 31, 2012, the consultant received 100,000 shares of the Company’s restricted common stock with a fair market value of $44,000. The agreement was canceled, at the Company’s option, effective June 14, 2012.
| 7. | RELATED PARTY TRANSACTIONS |
At November 30, 2012, the Company had $10,500 in an advance payable to a related party. That advance is unsecured, non-interest bearing, and payable upon demand by the payee.
As of November 30, 2012, accounts payable included $39,360 in amounts payable to the Company's executive officers and directors.
During the nine months ended November 30, 2012, the Company incurred management fees of $117,052 to its executive officers and directors.
| 8. | CONTINGENCIES |
Subsequent to November 30, 2012, two vendors filed statements of claim totaling $79,369 against the Company for nonpayment of past due invoices. Of the amounts claimed, $79,369 is currently recorded as accrued liabilities in the accompanying unaudited interim financial statements as of Novemnber 30, 2012. The Company has not yet responded to the statements of claim, but in the event the claims are not settled, the Company may incur additional liabilities relating to court costs and interest upon the amounts outstanding.
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| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited financial statements and related notes included as part of this report and our Form 10-K for the year ended February 29, 2012 filed with the SEC on May 29, 2012.
General
We are an exploration stage company incorporated in the State of Nevada on July 9, 2004. Until February 2012 we had been relatively inactive. We are focused on the acquisition, exploration, and development of oil and gas properties in the United States and Canada. As of January 14, 2013, we did not have any proven reserves and have not generated any revenue.
Initiation of Oil and Gas Operations
Effective February 21, 2012, we entered into a Farmout Agreement (the “Agreement”) with Harvest Operations Corp. (“Harvest”). The Agreement provided for our acquisition of an undivided 100% working interest (“Working Interest”) in a petroleum and natural gas license covering eight (8) sections of land (5,120 acres, more or less) located in the Compeer Area in the Province of Alberta, Canada (the “Farmout Lands”). We initiated oil and gas operations on the date of the Agreement. The Farmout Lands have no proven reserves or current production.
To earn the Working Interest we were required to drill, complete, equip or abandon a test well on the Farmout Lands (“Test Well”). On March 14, 2012, we obtained operator status in the Province of Alberta. On April 4, 2012, the Alberta Energy Resources Conservation Board approved the transfer of the well license relating to the Test Well from Harvest to us.
The Test Well was spudded on May 27, 2012 and was drilled vertically 905 meters (2,977 feet) into the Bakken formation. We cut two full bore cores, one from each of the Viking and Bakken formations, and also ran a drill stem test in the Viking formation. The plug samples taken from the Viking formation exhibited strong oil fluorescence indicating light oil and had between 16% and 23% porosity in the samples. We estimate the net sand pay in the well is approximately 5 meters (16.45 feet). The Bakken formation was found to be uneconomic and was abandoned. Based on our evaluation, we elected to drill a horizontal leg to the Test Well running 1,045 meters (3,435 feet) into the Viking formation. The total depth drilled in the Test Well met the contract depth requirements under the Agreement.
On September 5, 2012, the Company received an earning notice from Harvest granting the Company a 100% working interest in the Farmout Lands. Initial production from the Test Well has been limited by a higher than expected gas solution content. It is expected the oil ratio will increase as the gas component lessens. Oil recovered to date is light, sweet crude. As of January 14, 2013, it was too early to provide stabilized production forecasts.
As of January 14, 2013, the Company has recognized no revenue or reserves, and has incurred approximately $1,875,000 in exploration costs to drill, complete and equip the Test Well. During the three months ended November 30, 2012, we incurred $3,758 in lease operating costs and recorded $30,611 in asset retirement obligations related to the future plugging and abandonment of the Test Well.
The Viking Formation oil prospect is part of an emerging large oil resource play in Eastern and Central Alberta as well as in the Dodsland area of Saskatchewan. The Viking Formation in the Compeer play will be developed by up to four (4) horizontal wells per section per zone.
Our Working Interest in the Farmout Lands will be held subject to a non-convertible overriding royalty payable to the Harvest (“Harvest’s Royalty”). Harvest’s Royalty on net crude oil revenues will be measured on a sliding scale from 5% to 15% over a range of production volumes from 1 to 150 barrels per day. Harvest’s Royalty on net gas and other petroleum product revenues is 15%.
During the remainder of fiscal 2013 we plan to pursue exploration of the Farmout Lands, identify and complete additional asset acquisition(s), and pursue joint venture agreements with third parties to explore for oil and gas in Canada and the United States.
Other
Our general and administrative expense for the three and nine months ended November 30, 2012 increased by $83,704 (215%) from $38,924 to $122,628 and 282,257 (156%) from $181,528 to $463,785, respectively, when compared to the same period during the prior fiscal year. These expenditures reflect an increase in travel expense and, consulting and administrative personnel required to support our initiation of oil and gas operations. We have increased the number of our executive officers and engineering professionals. We believe it’s likely we will also require additional staff and accounting support to service our operating efforts. As a result, we estimate our general and administrative expense will continue to increase during the next three to six months.
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Liquidity and Capital Resources
Our operations have been financed from the sale of our common stock and advances from our current and former shareholders, officers, directors and their affiliates. We regularly review the market to identify opportunities for capital formation.
As of January 14, 2013 we have incurred approximately $1,875,000 in exploration costs which include substantially all of costs estimated to drill, complete and equip the Test Well. As of January 14, 2013, our cash resources totaled $9,203. We need to raise additional funds to cover our accounts payable and the well costs we've incurred. During the period from February 20, 2012 to January 14, 2013, we raised gross proceeds of $1,651,334 through a loans ($614,708) and sales of our common stock ($1,036,626).
At November 30, 2012, our current liabilities exceeded current assets by approximately $1,557,934. In largest part, our liabilities consisted of accrued well costs ($935,958 or 60%) and notes and advances payable ($614,708 or 39%) to unrelated parties including a potential farm-in partner. Substantially all of our outstanding payables are beyond their due dates.
Other than the obligations associated with the Farmout Lands, our future contractual obligations as of November 30, 2012 consisted of the following:
| Payments due by period | ||||||||||||||||||||
| Contractual Obligations | Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
| Loans and Advances | $ | 625,208 | $ | 625,208 | — | — | — | |||||||||||||
During the remainder of fiscal 2013 we plan to pursue exploration of the Farmout Lands, identify and complete additional asset acquisition(s), and pursue joint venture agreements with third parties to explore for oil and gas in Canada and the United States. Early estimates indicate the costs to perform the work outlined in our exploration plan would range from $7 million to $10 million.
The oil and gas industry is cyclical in nature and tends to reflect general economic conditions. The US and other world economies are recovering from a recession which continues to inhibit investment liquidity. Though oil prices are trending higher, the pattern of historic price fluctuations has resulted in additional uncertainty in capital markets. Our access to capital, as well as that of our partners and contractors, may be limited due to tightened credit markets. In addition, the results of our operations will be significantly impacted by a variety of trends and factors including; (i) our exploration success and ability to raise capital, (ii) increasing competition from larger companies and the marketability of future production, if any, (iii) future fluctuations in the prices of oil and gas, and (iv) our ability to maintain or increase oil and gas production through exploration and development activities.
We believe our plan of operations may require up to $11 million for exploration costs and administrative expenses during the twelve-month period ending January 31, 2014. We are attempting to raise investment capital to cover our portion of anticipated costs. If we are unable to raise the financing we need, our business plan may fail and our stockholders could lose their investment. There can be no assurance that we will be successful in raising the capital we require, or that if capital is offered, it will be subject to terms we consider acceptable. Investors should be aware that even in the event we are able to raise the funds we require, there can be no assurance that we will succeed in our drilling or production plans and we may never be profitable.
As of January 14, 2013 we did not have any off balance sheet arrangements.
Critical Accounting Policies and Estimates
Measurement Uncertainty
The process of preparing financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements; accordingly, actual results may differ from estimated amounts. The most significant estimates with regard to the financial statements included with this report relate to carrying values of oil and gas properties, asset retirement obligations, determination of fair values of stock based transactions, and deferred income tax rates and timing of the reversal of income tax differences.
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Fair Value of Financial instruments
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of prepaid expenses, other receivables, accounts payable and amounts due to related parties approximates their carrying value due to their short-term nature.
We consider all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash and cash equivalents totaled $99,472 and $78,196 at November 30, 2012 and February 29, 2012, respectively.
Oil and Gas Properties
We utilize the full cost method to account for our 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, 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 we commence 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. Costs of unproved properties are not amortized until the proved reserves associated with the projects can be determined or until impairment occurs. If an assessment of such properties indicates that properties are impaired, the amount of impairment is added to the capitalized cost base to be amortized.
The capitalized costs included in the full cost pool are subject to a "ceiling test" (based on 12-month average of first-day-of-the-month pricing), which limits such costs to the aggregate of the (i) estimated present value, using a ten percent discount rate, of the future net revenues from proved reserves, based on current economic and operating conditions, (ii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, (iii) the cost of properties not being amortized, less (iv) income tax effects related to differences between the book and tax basis of the cost of properties not being amortized and the cost or estimated fair value of unproved properties included in the costs being amortized.
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.
Asset Retirement Obligation
We record asset retirement obligations based on guidance set forth in ASC Topic 410, as a liability in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated balance of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. The associated asset retirement asset is capitalized as part of the cost of the related asset and amortized over its useful life. The associated asset retirement obligation liability is subject to periodic accretion based on our credit-adjusted discount. Accretion expense is offset with an increase to the asset retirement obligation liability account, and, at the end of the asset’s life, the liability account will have a balance equal to the amount needed to settle the retirement obligation.
Income Taxes
Income taxes are determined using the liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
We account for uncertainty in income taxes by applying a two-step method. First, we evaluate whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on our financial statements.
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Stock Based Compensation
We record compensation expense for stock based payments using the fair value method. The fair value of stock based compensation to directors and employees is determined using the Black-Scholes option valuation model at the time of grant. Fair value for common shares issued for goods or services rendered by non-employees is measured based on the fair value of the goods and services received. Share-based compensation is expensed with a corresponding increase to share capital. Upon the exercise of stock options, the consideration paid is recorded as an increase in share capital.
Loss per share
We present both basic and diluted earnings (loss) per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Diluted EPS figures are equal to those of basic EPS for each period since we are in a net loss position.
| ITEM 4. | CONTROLS AND PROCEDURES |
An evaluation was carried out under the supervision and with the participation of our management, including our Principal Financial Officer and Principal Executive Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of November 30, 2012, our disclosure controls and procedures are effective.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. 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 of achieving their control objectives.
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEDNGS. |
During December 2012, and January 2013, two vendors filed statements of claim totaling $79,369 against us for nonpayment of past due invoices. Of the amounts claimed, $79,369 is currently recorded as accrued liabilities in the accompanying unaudited interim financial statements. We have not yet responded to the statements of claim, but in the event the claims are not settled, we may incur additional liabilities relating to court costs and interest upon the amounts outstanding.
| ITEM 2. | UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS. |
On September 7, 2012, we sold 400,000 common shares to one (1) investor at a price of $0.25 per share. Gross proceeds from the private placement totaled $100,000.
We relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the sale of these shares. The purchaser of the common shares was a sophisticated investor who was provided full information regarding our business and operations. There was no general solicitation in connection with the offer or sale of these shares. The purchaser acquired the shares for its own account. The certificate representing the shares will bear a restricted legend providing that they cannot be sold unless pursuant to an effective registration statement or an exemption from registration.
| ITEM 6. | EXHIBITS |
| Exhibit Number | Description of Exhibits | |
| 3.1 | Articles of Incorporation(1) | |
| 3.2 | Corporate Bylaws(1) | |
| 10.1 | Farmout Agreement, Compeer Area with Harvest Operations Corp. effective February 21, 2012(2) | |
| Rule 13a-14(a) Certifications | ||
| Rule 13a-14(a) Certifications | ||
| Section 1350 Certifications | ||
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
______________
| (1) | Previously filed with our Form SB-2 on December 1, 2006 and incorporated by reference. |
| (2) | Previously filed with our Form 10-K on May 29, 2012 and incorporated by reference. |
| * | Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STRONGBOW RESOURCES INC. | |||
| Date: January 19, 2013 | By: | /s/ Robert Martin | |
| Robert Martin, | |||
| Principal Executive Officer | |||
| By: | /s/ Herbert Schmidt | ||
| Herbert Schmidt, | |||
| Principal Financial and Accounting Officer |
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