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 endedFebruary 29, 2008 |
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________To ______________________
Commission file number333-1421-28
LAUD RESOURCES INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) Suite 507-700 West Pender Street, Vancouver, British Columbia (Address of principal executive offices) | 20-5893809 (I.R.S. Employer Identification No.) V6C 1G8 (Zip Code) |
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(Registrant’s telephone number, including area code)Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes xNo¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | 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 ¨Nox
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No
APPLICABLE ONLY TO CORPORATE ISSUERS: |
As of April 14, 2008, the registrant’s outstanding common stock consisted of 81,088,000 shares.
2
PART I – FINANCIAL INFORMATION |
ITEM 1. FINANCIAL STATEMENTS
The unaudited financial statements of LAUD Resources Inc. (the “Company”, “LAUD”, “we”, “our”, “us”) follow. All currency references in this report are in US dollars unless otherwise noted.
LAUD Resources Inc. |
(An Exploration Stage Company) |
February 29, 2008 |
| | Index |
Balance Sheets | | F-1 |
Statements of Operations | | F-2 |
Statements of Cash Flows | | F-3 |
Notes to the Financial Statements | | F-4 |
3
LAUD Resources Inc. | | |
(An Exploration Stage Company) | | |
Balance Sheets | | |
(Expressed in US dollars) | | |
|
|
| February 29 | November 30 |
| 2008 | 2007 |
| $ | $ |
| (unaudited) | |
ASSETS | | |
Current Assets | | |
Cash | 220,089 | 229,288 |
Accrued revenue | 553 | 976 |
Prepaid expenses (Note 6) | 251,507 | 313,953 |
Total Current Assets | 472,149 | 544,217 |
Property and Equipment (Note 3) | 1,437 | 1,695 |
Oil and Gas Property (Note 4) | 17,054 | 17,890 |
Total Assets | 490,640 | 563,802 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | |
Current Liabilities | | |
Accounts payable | 2,755 | 8,855 |
Accrued liabilities | 11,263 | 679 |
Due to related party (Note 5(b)) | 24,344 | 963 |
Total Liabilities | 38,362 | 10,497 |
Contingencies (Note 1) | | |
Stockholders’ Equity | | |
Preferred Stock, 20,000,000 shares authorized, $0.0001 par value; | | |
None issued and outstanding | – | – |
Common Stock, 160,000,000 shares authorized, $0.0001 par value; | | |
81,088,000 shares issued and outstanding | 8,109 | 8,109 |
Additional Paid-in Capital | 1,029,691 | 1,029,691 |
Donated Capital (Note 5(a)) | 30,000 | 26,250 |
Deficit Accumulated During the Exploration Stage | (615,522) | (510,745) |
Total Stockholders’ Equity | 452,278 | 553,305 |
Total Liabilities and Stockholders’ Equity | 490,640 | 563,802 |
(The Accompanying Notes are an Integral Part of These Financial Statements)
F-1
LAUD Resources Inc. | | | |
(An Exploration Stage Company) | | | |
Statements of Operations | | | |
(Expressed in US dollars) | | | |
(Unaudited) | | | |
|
|
| Accumulated from | For the | For the |
| February 14, 2006 | Three Months | Three Months |
| (Date of Inception) | Ended | Ended |
| to February 29, | February 29, | February 28, |
| 2008 | 2008 | 2007 |
| $ | $ | $ |
Revenue | 7,524 | 1,165 | 927 |
Expenses | | | |
Depletion | 16,984 | 836 | 581 |
Depreciation | 1,954 | 258 | 283 |
General and administrative (Note 5(a)) | 601,943 | 104,594 | 104,545 |
Oil and gas production | 2,165 | 254 | – |
Total Expenses | 623,046 | 105,942 | 105,409 |
Net Loss | (615,522) | (104,777) | (104,482) |
Net Loss Per Share – Basic and Diluted | | – | – |
Weighted Average Shares Outstanding | | 81,088,000 | 75,900,000 |
(The Accompanying Notes are an Integral Part of These Financial Statements)
F-2
LAUD Resources Inc. | | |
(An Exploration Stage Company) | | |
Statements of Cash Flows | | |
(Expressed in US dollars) | | |
(Unaudited) | | |
|
|
| For the | For the |
| Three Months | Three Months |
| ended | ended |
| February 29, | February 28, |
| 2008 | 2007 |
| $ | $ |
Operating Activities | | |
Net loss | (104,777) | (104,482) |
Adjustments to reconcile net loss to net cash used in | | |
operating activities: | | |
Depletion | 836 | 581 |
Depreciation | 258 | 283 |
Donated services and rent | 3,750 | 3,750 |
Stock-based compensation | 62,446 | 52,256 |
Changes in operating assets and liabilities | | |
Accrued revenue | 423 | (384) |
Prepaid expenses | – | (9,509) |
Accounts payable | (6,100) | (4,489) |
Accrued liabilities | 10,584 | 3,606 |
Due to related party | 23,381 | – |
Net Cash Used in Operating Activities | (9,199) | (58,388) |
Financing Activities | | |
Proceeds from issuance of common stock | – | 25,000 |
Stock issuance costs | – | (1,500) |
Net Cash Provided by Financing Activities | – | 23,500 |
Decrease in Cash | (9,199) | (34,888) |
Cash - Beginning of Period | 229,288 | 99,602 |
Cash - End of Period | 220,089 | 64,174 |
Supplemental Disclosures | | |
Interest paid | – | – |
Income taxes paid | – | – |
(The Accompanying Notes are an Integral Part of These Financial Statements)
F-3
LAUD Resources Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in US dollars) |
1. | Nature of Operations and Continuance of Business |
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| The Company was incorporated in the State of Nevada on February 14, 2006 under the name XTOL Energy Inc. On October 11, 2007, the Company changed its name to LAUD Resources Inc. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of oil and gas properties located in the United States. |
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| On January 24, 2008, the Company incorporated APIC Resources, Inc. (“APIC”) as its wholly owned subsidiary. On February 5, 2008, the Company declared a dividend of $0.000001 for each of the Company’s 81,088,000 common shares outstanding as of February 5, 2008. The Company satisfied this dividend by arranging APIC to issue one share of their common stock for every $0.0001 of dividend declared. This effectively became an issuance of one APIC share for every 100 shares of the Company’s stock held by the shareholders as of February 5, 2008. These shares were issued without a prospectus in reliance on Regulation S and pursuant to exemptions from registration under Section 4(2) of the Securities Act of 1933. In conjunction with this arrangement, the Company cancelled its 100 shares in APIC and as of February 5, 2008, the Company no longer owned any shares in APIC. APIC had no operations or assets prior to the spin off. |
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| These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at February 29, 2008, the Company has not generated significant revenue and has accumulated losses totaling $615,522 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
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| During the next twelve months, management plans to purchase additional non-operated interests in oil and gas properties, acquire a development stage exploration property and carry out an exploration program on acquired property. Management estimates expenditures of approximately $6,500,000 for acquisition and exploration costs on oil and gas interests and properties, and approximately $832,000 for other operational costs. The Company currently has no significant revenues and must rely on the sale of equity securities to fund operations. The Company will require significant additional financings in order to pursue exploration of any properties acquired. There is no assurance that the Company will be able to obtain the necessary financings to complete its objectives. |
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2. | Summary of Significant Accounting Policies |
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| a) Basis of Presentation |
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| These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is November 30. |
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| b) Interim Financial Statements |
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| These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. |
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F-5
LAUD Resources Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in US dollars) |
2. | Summary of Significant Accounting Policies (continued) |
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| c) | Use of Estimates |
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| | The preparation of financial statements in conformity with US 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 related to the valuation of long-lived assets and oil and gas properties, donated expenses, stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors 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 experi enced 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. |
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| d) | Cash and Cash Equivalents |
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| | The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
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| e) | Property and Equipment |
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| | Property and equipment consists of computer hardware, is recorded at cost and is being amortized on a straight-line basis over its estimated life of three years. |
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| f) | Earnings (Loss) Per Share |
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| | The Company computes earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing 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. |
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| g) | Comprehensive Loss |
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| | SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at February 29, 2008 and February 28, 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
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| h) | Oil and Gas Properties |
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| | The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made the Company assesses annually whether impairment has occurred, and includes in the amo rtization base drilling exploratory dry holes associated with unproved properties. |
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F-6
LAUD Resources Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in US dollars) |
2. | Summary of Significant Accounting Policies (continued) |
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| h) | Oil and Gas Properties (continued) |
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| | The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: (A) The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existi ng economic conditions; plus (B) the cost of property not being amortized; plus (C) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less (D) income tax effects related to differences between the book and tax basis of the property. |
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| | For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test. |
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| i) | Revenue Recognition |
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| | The Company recognizes oil and gas revenue when production is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred and title has transferred, and collectibility is reasonably assured. |
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| j) | Long-lived Assets |
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| | In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, 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 undiscounted 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. |
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| k) | Asset Retirement Obligations |
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| | The Company follows the provisions of SFAS No. 143, "Accounting for Asset Retirement 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. |
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| l) | Financial Instruments |
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| | The fair values of financial instruments, which include cash, accrued revenue, accounts payable, accrued liabilities and amount due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. |
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F-7
LAUD Resources Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in US dollars) |
2. | Summary of Significant Accounting Policies (continued) |
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| m) | Income Taxes |
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| | The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
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| n) | Foreign Currency Translation |
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| | The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency and management has adopted SFAS No. 52 “Foreign Currency Translation”. 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. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
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| o) | Stock-based Compensation |
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| | In accordance with SFAS No. 123R “Share Based Payments,” the Company accounts for share-based payments 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. |
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| p) | Recent Accounting Pronouncements |
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| | In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141 (revised 2007) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141 (revised 2007) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations. |
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| | In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations. |
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| | In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available- for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements. |
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F-8
| LAUD Resources Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in US dollars) |
2. | Summary of Significant Accounting Policies (continued) |
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| p) | Recent Accounting Pronouncements (continued) |
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| | In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations. |
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3. | Property and Equipment |
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| | | February 29, | November 30, |
| | | 2008 | 2007 |
| | Accumulated | Net Carrying | Net Carrying |
| Cost | Depreciation | Value | Value |
| $ | $ | $ | $ |
Computer hardware | 3,391 | 1,954 | 1,437 | 1,695 |
| February 29, | November 30, |
| 2008 | 2007 |
| Net Carrying | Net Carrying |
| Value | Value |
| $ | $ |
Proved Properties, Oklahoma | | |
Acquisition Costs | 34,038 | 34,038 |
Depletion | (16,984) | (16,148) |
Net Carrying Value | 17,054 | 17,890 |
On August 1, 2006, the Company acquired a 2.34% non operating interest in three oil and gas wells located in Oklahoma for $34,038.
5. | Related Party Transactions |
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| a) | During the three months period ended February 29, 2008, the Company recognized $2,250 (February 28, 2007 - $2,250) for donated services at $ 750 per month provided by the President of the Company. The Company also recognized $1,500 (February 28, 2007 - $1,500) of donated rent at $500 per month for office premises provided by the Chief Financial Officer of the Company. |
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| b) | At February 29, 2008, the Company is indebted to the Chief Financial Officer of the Company for $24,344 (November 30, 2007 - $806), representing expenditures paid on behalf of the Company. This amount is unsecured, non-interest bearing and due on demand. |
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6. | Common Stock |
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| a. On July 24, 2007, the Company issued 4,000,000 shares of common stock at a fair value of $360,000 to a consultant for services to be provided over a two year period. As at February 29, 2008, $251,507 (November 30, 2007 - $296,384) is included in prepaid expenses and will be recognized over the remaining term of the consulting agreement. |
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| b. On November 29, 2006, the Company issued 12,000,000 shares of common stock at a fair value of $225,000 pursuant to a consulting agreement. As at February 29, 2008, $nil (November 30, 2007 - $17,569) is included in prepaid expenses. |
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F-9
LAUD Resources Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in US dollars) |
7. | Share Purchase Warrants |
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| The following table summarizes the continuity of the Company’s share purchase warrants: |
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| | Weighted Average |
| Number of | Exercise Price |
| Warrants | $ |
Balance, November 30, 2007 | 95,400 | 0.25 |
Expired | (3,000) | 0.25 |
Balance, February 29, 2008 | 92,400 | 0.25 |
As at February 29, 2008, the following share purchase warrants were outstanding:
Number of Warrants | Exercise Price $ | Expiry Date |
92,400 | 0.25 | June 4, 2009 |
F-10
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
Business Overview
We are a start up oil and gas exploration company. We were incorporated in the State of Nevada on February 14, 2006, under the name of “XTOL Energy Inc.”. We operated under this name until October 10, 2007 at which time we changed our name to LAUD Resources Inc. We do not have any subsidiaries. Our principal office is located at Suite 507-700 West Pender Street, Vancouver, British Columbia, V6C 1G8. Our telephone number is (604) 662-3910. Our fiscal year end is November 30.
We have incurred losses since our inception. We rely upon the sale of our securities to fund our operations. We have generated limited revenues of $7,524 from our 2.34% non operated interest in three operating wells in Oklahoma since our inception to February 29, 2008. Due to delayed transfer of the interest from the property in Kingfisher County, Oklahoma we generated our first revenues from these wells in February 2007.
We intend to build our business through the acquisition of producing oil and natural gas wells, interests and leases. Our strategy is to combine the secure and reliable revenue source of non-operated interest from producing oil wells with the potential of an oil and gas exploration project. For the next twelve months (beginning May 2008), we plan to purchase additional non-operated interests, acquire a development stage exploration property and carry out an exploration program on the acquired property. We are not involved in any bankruptcy, receivership or similar proceedings.
Liquidity and Capital Resources
As of February 29, 2008, we had cash of $220,089 and a working capital surplus of $433,787. Our accumulated deficit at February 29, 2008 was $615,522. Our net loss of $104,777 for the three months ended February 29, 2008 was mostly funded by funds raised from equity financing since inception. However, for the three months ended February 29, 2008, we did not raise any cash through financing activities compared to $23,500 provided through financing activities during the same period in 2007. During the three months ended February 29, 2008 our cash position decreased by $9,199 compared to November 30, 2007.
4
We used net cash of $9,199 in operating activities for the three months ended February 29, 2008 compared to net cash of $58,388 in operating activities for the same period in 2007.
During the three months ended February 29, 2008 our monthly cash requirement was approximately $3,066, compared to approximately $19,463 for the same period in 2007. At the end of the period as at February 29, 2008, we had cash of $220,089, which will cover our costs for seventy months according to our current monthly burn rate, however if we identify a potential property for acquisition, we will likely need to secure further financing and our monthly cash requirement will increase.
Currently, we are reviewing additional non-performing leases in Oklahoma and additional working interests in Oklahoma, Texas, Wyoming and Canada.
We expect to require approximately $6,500,000 in financing to continue our planned operation and exploration over the next year plus another $832,000 to cover our other operational expenses.
Our planned acquisition and exploration expenditures for oil and gas interests and properties over the next twelve months (beginning May 2008) are summarized as follows:
Description | Potential | Estimated |
| completion date | Expenses |
| | ($) |
Retain a full-time engineer, a full-time land specialist and a full-time geologist | May 15, 2008 | 400,000 |
Purchase non-operated working interests in existing leases | June 1, 2008 | 3,000,000 |
Acquire a development stage exploration project | June 1, 2008 | 1,100,000 |
Develop and carry out a preliminary exploration program on an acquired property | September 1, 2008 – November 30, 2009 | 2,000,000 |
Total | | 6,500,000 |
5
Our other planned operational expenses for the next twelve months (beginning May 2008) are summarized as follows:
Description | Potential | Estimated |
| completion date | Expenses |
| | ($) |
Select and appoint a new Board member | May 15, 2008 | 10,000 |
Retain a new President and CEO and CFO | May 15, 2008 | 250,000 |
Raise additional private or public equity (legal, accounting and marketing fees) | May 15, 2008 | 100,000 |
General and administrative expenses | 12 months | 77,000 |
Professional fees (legal, accounting and auditing fees) | 12 months | 130,000 |
Consulting and employee fees | 12 months | 220,000 |
Marketing expenses | 12 months | 45,000 |
Total | | 832,000 |
Of the $7,332,000 we need for the next 12 months, we had $220,089 in cash as of February 29, 2008 and a working capital surplus of $433,787. We intend to raise the balance of our cash requirements for the next 12 months ($6,898,213) from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer) within the next few months. If we are unsuccessful in raising enough money through future capital raising efforts, we may review other financing possibilities such as bank loans. At this time we do not have any commitments from any broker-dealer to provide us with financing.
There is no assurance that any financing will be available or if available, on terms that will be acceptable to us. We also may need additional financing to carry out our business plan.
Obtaining additional financing will be subject to a number of factors including market conditions, investor acceptance of our business plan, and investor sentiment. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we cannot raise at least $6,898,213, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure. In such an event, we intend to implement expense reduction plans in a timely manner. However, these actions would have material adverse effects on our business, revenues, operating results, and prospects, resulting in a possible failure of our business. We may need to obtain additional financing which may not be available, which could cause us to cease operations.
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Results of Operations
We began to earn nominal revenues in February 2007 from our non-operated working interests in three producing wells. We plan to purchase additional non-operated working interests in existing leases. However, we anticipate that we will incur substantial losses over the next two years.
Revenues
We have generated $7,524 in revenues from our 2.34% non-operating interest in the Kingfisher property since February 14, 2006 (inception) to February 29, 2008. For the three months ended February 29, 2008 we generated $1,165 in revenues compared to $927 for the same period in 2007.
Net Loss
We incurred a net loss of $104,777 for the three months ended February 29, 2008, compared to net loss of $104,482 for the same period in 2007. Since February 14, 2006 (date of inception) to February 29, 2008, we have incurred a net loss of $615,222.
Expenses
Our total expenses decreased were $105,942 for the three months ended February 29, 2008 compared to $105,409 for the same period in 2007. Our general and administrative expenses consist of professional fees, management and consulting fees, bank charges, travel, meals and entertainment, rent, office maintenance, communications (cellular, internet, fax and telephone), courier, postage costs and office supplies. Our largest expense for the three months ended February 29, 2008 was $62,466 in stock based compensation.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
As of February 29, 2008, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Our Chief Executive Officer and Chief Financial Officer evaluated our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of a date within 90 days before the filing date of this report and has concluded that as of the evaluation date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b) Changes in internal controls
Subsequent to the date of their evaluation, there were no changes in our internal controls over financial reporting or in other factors that could significantly affect these controls. There were no significant deficiencies or material weaknesses in our internal controls so no corrective actions were taken.
PART II – OTHER INFORMATION |
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCCEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit Number Exhibit Description
31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of 31.2 the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 32.1 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 32.2 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
| LAUD Resources Inc. By:/s/ Gary Chayko |
Date: April 14, 2008 | Gary Chayko President, Chief Executive Officer and Director |
Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date |
|
|
/s/ Gary Chayko | President, Chief Executive | April 14, 2008 |
Gary Chayko | Officer, and Director | |
/s/ Jordan Shapiro | Chief Financial Officer, | April 14, 2008 |
Jordan Shapiro | Principal Accounting Officer | |
| Secretary, Treasurer, and Director | |
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