SEC
FILE NO.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-SB
GENERAL
FORM FOR REGISTRATION OF
SECURITIES
OF SMALL BUSINESS ISSUERS
Under
Section 12(b) or 12(g) Of The Securities Act Of 1934
STRIKER
ENERGY CORP.
--------------------------------------------------------------------
(Name
of
Small Business Issuer in Its Charter)
Nevada
20-2590810
------------------------------
-------------------------
(State
or
Other Jurisdictions of (I.R.S. Employer Identifi-
Incorporation
or
Organization) cation Number
1305
- 12 Ave West, Suite 1402
|
|
|
Vancouver,
BC,
Canada V6H-1M3
|
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(Address
of Principal Executive Offices) (Zip Code)
(604)
733-3356
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(Issuer's
Telephone Number, Including Area Code)
Securities
to be registered under Section 12(b) of the Act: None
Securities
to be registered under Section 12(g) of the Act:
Common
Stock, par value $.0001
--------------------------------------------
(Title
of
Class)
ITEM
1. DESCRIPTION OF BUSINESS
General
Striker
Energy Corp. was incorporated in the State of Nevada on March 18, 2005 to engage
in the exploration of mining properties. In May 2006, we completed a public
offering of our securities pursuant to an exemption provided by Rule 504 of
Regulation D, registered in the State of Nevada, and raised a total of $50,000.
Our primary goal is to engage in the acquisition, exploration and development
of
natural resource properties, beginning with our current claims in the State
of
Nevada. We are only in the exploration stage and there can be no assurance
that
any commercially viable mineralized deposits exist, or will be found, on these
properties until such time as appropriate exploration work can be done on the
properties and a comprehensive economic evaluation based upon such work is
concluded.
Properties
and Mining Claims
In
September 2005, we entered into an agreement to acquire a 50% right, title
and
interest in and to the Bald Mountain Wash Gold Property and the Bald Mountain
Claims from Gee-Ten Ventures Inc., an unrelated third party, by making a cash
payment of $5,000 upon execution of the agreement. The terms of the agreement
require an additional $10,000 on the second anniversary of the date of execution
of the agreement. The agreement also requires us to perform $200,000 in
exploration work on the properties during the first two years of the agreement;
and to have performed $500,000 in exploration work in total completed by the
end
of the third year of the agreement. In addition, we are required to make any
and
all payments to the Nevada Bureau of Land Management, as may be required to
maintain the Bald Mountain Claims in good standing.
Bald
Mountain Wash Gold Project
The
Bald
Mountain Wash Gold property consists of sixteen contiguous unpatented lode
claims, covering a total surface area of 331 acres, located near latitude
38
o
35
’
30
”
N
and
longitude 117
o
00
’
25
”
W
and are
in section 2 of T8N and R44E, and Section 35 of T9N and R44E, Nye County, State
of Nevada. The property is within the Manhattan Caldera and within an area
of
significant gold production, as emphasized by the nearby Round Mountain mine,
which in 1988 had reserves of 8 million ounces of gold and 30 million ounces
of
silver.
The
property is characterized by fault-controlled veins, and disseminated gold
mineralization that is possibly of the bedding-replacement or manto type. The
latter type of gold deposit model supports the possibility of the presence
of a
large tonnage economic gold deposit. The property is known to contain
significant gold mineralization, based on gold values in soils (up to 6980
ppb),
rocks in surface trenches (up to 540 ppb) and samples from reverse circulation
drilling (up to 50 feet of 0.033 oz/t gold from 75 to 125 feet in hole 91-3)
performed by prior owners of record.
The
property is located on the eastern flank of the northerly tending Toquima range.
These mountains are underlain by a mixed succession of lithologies ranging
from
lower Paleozoic sediments through to Cretaceous intrusives and Tertiary
volcanics and pyroclastics. The central part of the range, in particular that
area covered by the property, is underlain by Tertiary volcanics and
tuffs.
Volcanism
in Earlier Tertiary times produced a series of Calderas along what is now the
Toquima range. Some of these calderas are associated with producing gold mines.
The Round Mountain mine is inferred to lie on the edge of a less well-defined,
older caldera. The property lies within and at the edge of the Manhattan
Caldera. The Toquima
range
itself is the product of uplift along northerly trending basin and range normal
faults that developed after the volcanism (Boden, 1986). These faults are
believed to be critical elements in the development of gold-silver
mineralization, serving as channel ways to guide hydrothermal solutions to
porous, permeable and reactive zones in the Tertiary tuffs (Berger et al.,
1983). The claims are situated in a somewhat unique structural setting. Shawe
et
al (1988) outline the resurgent nature of volcanism in the Manhattan Caldera
and
show that the western half of the Bald Mountain Wash gold property occurs on
a
horst of uplifted tuff.
The
property, within the Manhattan Caldera, is marked by Cretaceous granite on
the
northern and eastern boundary. Within the caldera and underlying the claims,
is
a succession of gently east to southeasterly dipping Tertiary tuffs. A major
northerly trending normal fault, with offset in the order of 1,000 feet, has
down-dropped quartz latite tuffs (Tpc) on the east against silicic tuffs (Tru)
on the west. Mineralization located to date on the claims is situated in the
silicic tuffs immediately west of the inferred trace of the fault; suggesting
that the fault acted as a conduit for the mineralizing solutions.
Prospecting
in this area has a history that goes back to the 1860’s with the exploitation of
high-grade gold and silver veins in the area (Kleinhampl et al. 1984). In the
late 1970’s, improved extraction technology for treating low grade gold-silver
ore produced a boom in the area. Smokey Valley Mining Company (Echo Bay Mines,
Homestake Mining Co. and Case, Pomeroy & Co.) has produced over 400,000
ounces of gold per year from their Round Mountain mine.
Ricafuerte
Mining Corp.’s initial exploration of the property in 1987 consisted of soil and
rock sampling. Ricafuerte originally staked 66 “AAA” Claims (the Bald Mountain
Wash claims represent 16 of the original 66 Ricafuerte claims). Further soil
work and prospecting were carried out in 1988, 1989, and 1990. In 1991,
Ricafuerte conducted a six-hole reverse circulation drill program. Ground
conditions were excellent and all holes were drilled dry. Average footage rate
was 500 feet per day of drilling. Gold geochemical and 30 element ICP analysis
work was conducted by Pioneer Laboratories Ltd and this data is compiled in
Verley (1991).
According
to a geological report of the property, prepared in 2002 by Peter A.
Christopher, PhD, PEng, of Peter Christopher & Associates Inc. there is a
good possibility of locating an economic gold deposit on the property with
a
two-phase reverse circulation drill program with drill holes targeted mainly
on
geophysical criteria.
The
property is accessible by motor vehicle from Tonopah, 38 miles to the
south-southwest, via Highway 376, and then from the Belmont turnoff, on Highway
18. The last 6 miles to the property is a dirt road. The drive from Tonopah
is a
total of 46 miles and takes approximately one hour.
The
climate is typical of Nevada where year round mining is normal, hot and dry
in
the summer but cold and subject to snow in the winter.
Surface
rights are held by the Bureau of Land Management, but within lands administered
by the US Department of Agriculture Forest Service. During 1998, a Plan of
Operation on the claims was submitted to the US Department of Agriculture Forest
Service and approved pending payment of a $2,500 bond. Power is available at
the
Belmont turnoff, less than 10 miles by road from the property. Water is
available by drilling and at established wells at various places throughout
the
area. Flowing water occurs in several creeks in the general area during runoff.
Mining
personnel are available throughout Nevada due to its historic and current high
level of mining activity. We intend to hire independent mining contractor
personnel on an as-needed basis.
There
has
been no production from the Bald Mountain Wash gold property. There are no
measured ore resources or reserves on the Bald Mountain Wash gold property.
All
the work programs on the Bald Mountain Wash gold property have been exploratory
searches for ore grade mineralization.
Proposed
Exploration Program
As
disclosed in geological reports, prior exploration work on the properties has
indicated that mineral occurrences exist in the area; however, further
exploration is needed to determine what amount of minerals, if any, exist and
if
any minerals which are found can be economically extracted and profitably
processed.
Our
exploration program has been designed to economically explore and evaluate
mining properties which, in our opinion, may merit development.
We
do not
claim to have any mineralization or reserves whatsoever at this time on any
of
our properties; however, based on preliminary research and geological reports
on
our properties and the surrounding area, Management believes there is a
sufficient basis to engage in exploration activities.
We
will
be spending the next twelve months completing preliminary research and gathering
samples and data to finalize the detailed exploration work programs required
under the Bald Mountain Wash Gold Property Agreement.
We
intend
to complete the exploration work in
a
two-phase reverse circulation drill program with drill holes targeted mainly
on
geophysical criteria over a period of 3 years.
The
first
phase of the program will consist of seven reverse circulation drill holes
totaling 2,100 feet. These holes are targeted mainly on anomalous induced
polarization/resistivity/magnetic geophysical survey results. In addition,
surface mapping and sampling will be carried out in order to gain an
understanding of structural and alteration controls affecting mineralization.
The cost of the first phase is estimated at approximately $100,000.
The
second phase 3,000 foot follow-up reverse circulation drilling program,
contingent upon success of the Phase 1 program, is proposed to further explore
and extend the potential of the property as established by Phase 1. The
objective will be to define, by step-out drilling, tonnage potential of
discoveries identified in the first phase drilling program. A minimum of ten
holes is proposed.
Environmental
Regulations
Environmental
laws and regulations relating to public lands are expected to be tightly
enforced. We intend to explore and, when required, develop all of our properties
in strict compliance with all environmental requirements applicable to the
mineral processing and mining industry. We will secure all the necessary permits
for exploration and, if development is warranted, will file final Plans of
Operation prior to the commencement of any mining operations. We anticipate
no
discharge of water into any active stream, creek, river, lake or any other
body
of water regulated by environmental law or regulation. No significant endangered
species will be disturbed. Re-contouring and re-vegetation of disturbed surface
areas will be completed pursuant to all legal requirements. Any portals, adits
or shafts will be sealed upon abandonment of a property.
It
is
difficult to estimate the cost of compliance with environmental laws since
the
full nature and extent of our proposed activities cannot be determined until
we
commence our operations and know what that will involve from an environmental
standpoint.
Competition
The
gold
mining industry is highly fragmented and competitive. We are competing with
many
other exploration companies looking for gold and other minerals. We are among
the smallest exploration companies in existence and we are an infinitely small
participant in the gold exploration business, which is the foundation of the
mining industry. While we generally compete with other exploration companies,
there is no competition for the exploration or removal of minerals from our
current claims or properties. Readily available commodities markets exist around
the world for the sale of gold and other minerals. Therefore, if we discover
mineralization on our properties, we would likely be able to sell the minerals
in the market.
Government
Regulations
We
will
be subject to all the laws, rules and regulations which govern the mineral
processing and mining industry and we intend to fully comply with all
environmental, health and safety laws, rules, regulations and
statutes.
Specifically,
the proposed exploration of the property will be governed by the State of Nevada
Mining laws, rules and regulations. We will determine and comply with all rules
and regulations governing operations prior to commencement of same.
Office
Facilities
We
lease
shared office facilities at 1305 - 12 Ave West, Suite 1402, Vancouver, British
Columbia, Canada, on a month-to-month basis. The facilities include fax and
phone services and shared office and meeting facilities. The lease is verbal
and
the monthly rental fee is $200.
Employees
At
present, we have no employees, other than our current officers and directors,
who devote their time as required to our business operations. The President
is
not presently compensated for his services and does not have an employment
agreement with us. Our Vice President of Exploration will receive a $2,000
retainer and 2,000 shares of Common Stock for his services for the current
year.
Once commencement of Phase 1 of the Exploration Program begins, we expect to
hire a Project Geologist and Field Assistant; however, we have not yet placed
any ads or interviewed for these positions. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, may adopt such plans in the future. There are presently no
personal benefits available to any officers, directors or employees.
Available
Information
Upon
the
effective date of this registration statement, we will be subject to the
information reporting requirements of the Securities Exchange Act of 1934,
as
amended (the Exchange Act), and, accordingly, will file periodic reports,
including quarterly and annual reports and other information with the Securities
and Exchange Commission (the Commission). Such reports and other information
may
be inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC
at
1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains
reports, proxy and information statements and other information regarding
registrants that file electronically. The address of the website is
http://www.sec.gov
.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Results
of Operations
We
expect
our current cash in the bank of approximately $43,000 at May 31, 2006 and as
of
the date of the filing of this registration statement to satisfy cash
requirements for business operations for at least the next 12 months without
having to raise additional funds or seek bank loans.
We
will
be spending the next twelve months completing preliminary research and gathering
samples and data to finalize the detailed exploration work programs required
under the Bald Mountain Wash Gold Property Agreement.
We
do not
intend to purchase any significant property or equipment, nor incur any
significant changes in employees during the next 12 months. For the period
from
inception March 18, 2005 to May 31, 2006, we had no revenues and incurred net
operating losses of $33,260, consisting of general and administrative expenses
primarily incurred in connection with the preparation and filing of our initial
public offering documents in the State of Nevada and acquisition of our interest
in the Bald Mountain Wash gold property.
Net
cash
provided by financing activities since inception was $55,000, plus $14,081
in
officer advances (see Note 6 to the May 31, 2006 financial statements included
herein). We raised $50,000 in an initial public offering conducted in the State
of Nevada under an exemption provided by Rule 504 of Regulation D of the
Securities Act of 1933 and $5,000 from the private sale of stock to our
president and director.
Should
the results of our preliminary research, sample gathering and analysis confirm
our expectations, we will finalize the detailed exploration work programs
required under the Bald Mountain Wash Gold Property Agreement. At that time,
we
will need to raise additional funds through loans or the sale of additional
equity securities to complete the exploration work program and for use in our
day-to-day operations. Currently, no such loans or equity sales are
planned.
The
independent auditor’s report accompanying our February 28, 2006 audited
financial statements contains an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared “assuming that the Company will continue as a going concern,”
which contemplates that we will realize our assets and satisfy our liabilities
and commitments in the ordinary course of business. Our ability to continue
as a
going concern is dependent on raising additional capital to fund our exploration
work program. There can be no assurance that we will be able to raise sufficient
additional capital or eventually generate positive cash flow from operations
to
address all of our cash flow needs. We estimate that our current cash in the
bank will satisfy our cash requirements for at least the next 12 months.
However, our ability to continue as a going concern thereafter will be dependent
on our ability to generate revenues or raise additional capital. There can
be no
assurance that we will be able to raise sufficient additional capital, if and
when needed, or attain positive cash flow from operations.
Our
fiscal year end is February 28.
Plan
of Operation/Projected Milestones
We
intend
to complete our exploration work in a two-phase reverse circulation drill
program with drill holes targeted mainly on geophysical criteria over a period
of 3 years. The first phase of the program will consist of seven reverse
circulation drill holes totaling 2,100 feet. These holes are targeted mainly
on
anomalous induced polarization/resistivity/magnetic geophysical survey results.
In addition, surface mapping and sampling will be
carried
out in order to gain an understanding of structural and alteration controls
affecting mineralization. The cost of the first phase is estimated at
approximately $100,000.
The
second phase 3,000 foot follow-up reverse circulation drilling program,
contingent upon success of the Phase 1 program, is proposed to further explore
and extend the potential of the property as established by Phase 1. The
objective will be to define, by step-out drilling, tonnage potential of
discoveries identified in the first phase drilling program. A minimum of ten
holes is proposed.
A
geological model for the property has been proposed that indicates tonnage
may
be found in replacement, manto-type gold mineralization associated with higher
grade veins. Past sampling of soils, surface rocks in trenches and samples
from
drilling indicate that significant gold grades occur locally. Thus, it is
believed that there is good potential for locating an economic gold deposit
on
the Bald Mountain Wash gold property.
As
disclosed in geological reports, exploration work on our properties has
indicated that mineral occurrences exist in the area of our properties; however,
further exploration is needed to determine what amount of minerals, if any,
exist and if any minerals which are found can be economically extracted and
profitably processed.
Our
exploration program has been designed to economically explore and evaluate
mining properties which, in our opinion, may merit development.
We
do not
claim to have any mineralization or reserves whatsoever at this time on any
of
our properties; however, based on preliminary research and geological reports
on
our properties and the surrounding area, Management believes there is a
sufficient basis to engage in exploration activities.
Some
of the Significant Risks Associated with Our Business
|
1.
|
We
are a high risk, development-stage company and, as such, there is
uncertainty regarding our future profitability.
|
We
are
considered an exploration stage company as we have not had any mining operations
since our incorporation on March 18, 2005. We have acquired a property and
appointed a Vice President of Exploration and expect to engage in exploration
on
this and other properties. We do not have any earnings and there is no guarantee
that we will be successful in our proposed business plans and find an economic
ore body. Our independent auditors have expressed the opinion that there is
substantial doubt about our ability to continue as a going concern. We estimate
that our current cash in the bank will satisfy our cash requirements for at
least the next 12 months. However, our ability to continue as a going concern
thereafter will be dependent on our ability to generate revenues or raise
additional capital. There can be no assurance that we will be able to raise
sufficient additional capital, if and when needed, or attain positive cash
flow
from operations. There can be no assurance that we will be able to raise
sufficient additional capital to implement our business plan and fund our
exploration work program. If we are unable to generate sufficient revenues
and/or obtain financing if and when needed, our current business plans could
fail. We face all the risks inherent in a relatively new business and there
can
be no assurance that our activities will be successful and lead to the discovery
of an economic ore body or profits.
|
2.
|
We
Lack an Operating History.
|
We
were
incorporated on March 18, 2005 and have not yet commenced exploration of our
property. We have no operating history upon which an evaluation of our future
prospects can be made. Such prospects must be considered in light of the
substantial risks, expenses and difficulties encountered by new entrants into
the competitive mining industry. The mining business is, by nature, extremely
speculative. Our ability to implement a
successful
exploration program is highly dependent upon a number of factors, including
our
ability to locate and acquire profitable mineral properties with good potential
and to conduct effective exploration programs while minimizing exploration
costs. Based upon current plans, we expects to incur operating losses in future
periods as we incurs significant expenses associated with the exploration of
our
mineral properties. We cannot guarantee that it will be successful in finding
economic resources, realizing revenues or achieving or sustaining positive
cash
flow in the future and any such failure could have a material adverse effect
on
our business, financial condition and results of operations.
|
3.
|
The
Mineral Exploration Industry is Highly
Speculative.
|
Gold,
silver and strategic metals exploration is highly speculative in nature,
involving many risks which even a combination of scientific knowledge and
experience cannot overcome, often resulting in unproductive efforts. We are
in
the very early exploration stage and cannot guarantee that our exploration
work
will be successful or that any minerals will be found or that any production
of
minerals will be realized. Although we believe there is a sufficient basis
to
engage in exploration work on our properties, such work may not result in the
discovery of any known minerals or revenues.
|
4.
|
The
Mining Claims Have No Known Ore Reserves.
|
We
do not
claim any known ore reserves on our properties and there is no guarantee that
any will be found or, if located, ever extracted or sold at a profit. Unless
we
discover reserves and are able to extract and sell them at a
profit.
|
5.
|
The
Mining Claims May Be
Invalid.
|
The
validity of certain mining claims depends upon numerous circumstances and
factual matters, many of which are discoverable of record or by other available
means, and is subject to many uncertainties of existing law and its
applications. If the mining claims we have acquired are determined to be
invalid, our planned business operations would be delayed until we were able
to
locate and acquire additional valid claims.
|
6.
|
Our
Continued Existence and Future Profitability is Highly Dependent
Upon the
Price of Precious Metals and
Ores.
|
The
economic viability of a minerals exploration program is highly dependent on,
among many other factors, political issues and general economic conditions.
During periods of economic downturn or slow economic growth, coupled with
eroding consumer confidence or rising inflation, the price and/or sale of
precious metals could be severely impacted. Such factors would likely have
an
immediate effect on our proposed business operations and/or
profitability.
|
7.
|
Transportation
Difficulties and Weather Interruptions May Affect and Delay Proposed
Mining Operations and Impact Our Proposed Business.
|
Our
mining properties are accessible by road, however, the last six miles to the
property is on dirt roads. The climate in the area is hot and dry in the summer,
but cold and subject to snow in the winter, which could at times hamper
accessibility, depending on the winter season precipitation levels. As a result,
our exploration and mining plans could be delayed for several months each
year.
8.
We
May Be Delayed in or Unable to Comply with Government and Environmental Laws,
Rules and Regulation Related to our Proposed Operations Which Would Severely
Impact our Proposed Business.
Our
proposed mineral exploration programs will be subject to extensive laws, rules
and regulations. Various governmental permits will be required prior to
implement of proposed operations. We are not assured of receiving such permits
as and when needed for operations, or at all. In addition, existing, as well
as
future legislation and regulations could cause additional expense, capital
expenditures, restrictions and delays in the exploration of our properties.
The
extent to which future legislation and/or regulations might affect operations
cannot be predicted. There is no assurance environmental or safety standards
more stringent than those presently in effect may not be enacted, which could
adversely affect future exploration programs. Also, the industry often finds
itself in conflict with the interests of private environmental groups which
often have an adverse effect on the mining industry.
Our
mining claims are within an area designated as a Research Natural Area by the
US
Department of Agriculture Forest Service. We have received no indication that
the area will be withdrawn from mineral exploration, but there is no guarantee
that the claims will not be withdrawn from mineral exploration.
|
9.
|
Supplies
Needed for Exploration May Not Always be Available.
|
Competition
and unforeseen limited sources of supplies needed for our proposed exploration
work could result in occasional spot shortages of supplies of certain products,
equipment or materials. There is no guarantee we will be able to obtain certain
products, equipment and/or materials as and when needed, without interruption,
or on favorable terms. Such delays could affect our proposed business
plans.
|
10.
|
We
are Dependent on Key
Personnel.
|
Our
future performance will be substantially dependent on the continued services
of
our senior management and other key personnel. We currently have two executive
officers, and the loss of the services of either of them could harm our
business. We do not have long-term employment agreements with our key personnel
and we do not maintain any "key person" life insurance policies. Our future
success also will depend on our ability to attract, train, retain and motivate
other highly skilled mining personnel, as and when needed. Competition for
these
personnel is intense and we may be unable to successfully attract, integrate
or
retain sufficiently qualified employees when needed, which could impact our
operations and profitability.
|
11.
|
There
is currently no established public trading market for our common
stock.
|
Our
securities are not listed for quotation on any public exchange and there is
currently no active trading in our common stock and there is no assurance that
an active trading market will ever develop. Accordingly, there is a very high
risk that our current stockholders may not be able to be resell their securities
at any time in the future.
|
12.
|
Dependence
On Additional Financing/Risk of Unavailability; Possible Additional
Dilution:
|
Assuming
implementation of our proposed business plans our continued operation will
be
dependent upon our ability to locate economic mineral resources and/or identify
and acquire additional properties in areas with good exploration potential
and
obtain further financing, if and when needed, through borrowing from banks
or
other lenders or equity funding. There is no assurance that sufficient revenues
can be generated or that additional financing will be available, if and when
required, or on terms favorable to us. In addition, any future equity funding
would most likely result in a further dilution to existing shareholders.
13.
Investors
may have difficulty liquidating their investment because our common stock is
subject to penny stock regulation.
The
SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. Penny stocks generally are equity securities
with
a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current
price
and volume information with respect to transactions in such securities is
provided by the exchange system). The penny stock rules require a broker/dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules,
to
deliver a standardized risk disclosure document prepared by the SEC that
provides information about penny stocks and the nature and level of risks in
the
penny stock market. The broker/dealer also must provide the customer with bid
and offer quotations for the penny stock, the compensation of the broker/dealer,
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from such rules, the broker/dealer must make a
special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in any secondary market for a stock that becomes subject to
the
penny stock rules, and accordingly, customers in our securities may find it
difficult to sell their securities, if at all.
ITEM
3. DESCRIPTION OF PROPERTY
We
have
entered into an agreement to acquire a 50% right, title and interest in and
to
the Bald Mountain Wash Gold Property and the Bald Mountain Claims. We have
made
a cash payment of $5,000 and under terms of the agreement we are required to
pay
an additional $10,000 on the second anniversary date of the agreement and
perform $200,000 in exploration work on the properties during the first two
years of the agreement; and to have performed $500,000 in exploration work
in
total by the end of the third year of the agreement. In addition we are required
to make any and all payments to the Nevada Bureau of Land Management, as may
be
required to maintain the Bald Mountain Claims in good standing. The Bald
Mountain Wash Gold property consists of sixteen contiguous unpatented lode
claims, covering a total surface area of 331 acres, located near latitude
38
o
35
’
30
”
N
and
longitude 117
o
00
’
25
”
W
and are
in section 2 of T8N and R44E, and Section 35 of T9N and R44E, Nye County, State
of Nevada.
We
lease
shared office facilities at 1305 - 12 Ave West, Suite 1402, Vancouver, British
Columbia, Canada, on a month-to-month basis. The facilities include fax and
phone services and shared office and meeting facilities.
ITEM
4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth certain information regarding Common Stock
beneficially owned on the date of this filing for (i) each shareholder known
by
us to be the beneficial owner of five (5%) percent or more of our issued and
outstanding Common Stock, (ii) each executive officers and directors, and (iii)
all executive officers and directors as a group. As of the date of the filing
of
this registration statement, there were 10,002,000 shares of our Common Stock
issued and outstanding.
Name
and
Address
Amount
and Nature of
of
Beneficial
Beneficial
Percent
of
Owner
(1)
Ownership
Class
_____________________________________________________________________
Shawn
Perger
5,000,000
50%
1305
- 12
Ave West, Suite 1402,
Vancouver,
B.C., Canada. V6H 1M3
Laurence
Stephenson
2,000
0.02%
302-15015
Victoria Ave
White
Rock, BC, V4B 1G2
____________________
All
Officers and
Directors
as a Group (2 persons)
5,002,000
50.02%
(1)
The
person named above, who is an officer, director and principal shareholder,
may
be deemed to be a parent and promoter, within the meaning of such terms under
the Securities Act of 1933, by virtue of their direct securities holdings.
In
general, a person is considered a beneficial owner of a security if that person
has or shares the power to vote or direct the voting of such security, or the
power to dispose of such security. A person is also considered to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within (60) days.
There
are
currently no options, warrants, rights or other securities conversion privileges
granted to our officers, directors or beneficial owners and no plans to issue
any such rights in the future.
ITEM
5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
SIGNIFICANT
EMPLOYEES
The
following table sets forth our directors, executive officers and other
significant employees, their ages, and all their offices and positions with
our
company. Directors are elected for a period of one year and serve until the
next
annual meeting at which their successors are duly elected by the stockholders
and qualified. Annual meetings are to be scheduled by the Board of Directors
each year. Officers and other employees serve at the will of the Board of
Directors.
Name
of Director/Officer
Age
Positions
Shawn
Perger
45
President,
Secretary, Treasurer and Director
Suite
1401-1305 West 12
th
Ave.
Vancouver,
British Columbia
V6H
1M3
Canada
Laurence
Stephenson
57
Vice
President Exploration and Director
1136
Martin Street
White
Rock, British Columbia
V4B
3W1
Canada
Background
of Officers and Directors
Shawn
Perger
has been
the President, Secretary, Treasurer, Principal Accounting Officer and a Director
of our company since inception and a director since November 28, 2005. Since
2002, Mr. Perger has been President of Skyline Investor Relations Corp., an
investor relations company dedicated to bringing shareholder value to young
public and private companies. From 1998 to 2002, Mr. Perger was a stockbroker
with Georgia Pacific Securities, a mid-sized Canada-wide brokerage firm that
had
seats on all four Canadian stock exchanges
located
in Vancouver, British Columbia, Canada. From 1990 to 1998, Mr. Perger was the
owner/operator of Ambleside Bistro and the Village Bistro located in Vancouver,
Canada. From 1980 to 1990, Mr. Perger was a consultant to many different
hospitality organizations. Mr. Perger will devote his time as required to
the business of our company.
Laurence
Stephenson
joined
us in December 2005 as Vice President of Exploration and a Director. Mr.
Stephenson graduated from Oakwood Collegiate Institute in 1967 with his senior
matriculation and worked in the summers of 1967 and 1968 for Watts Griffis
&
McQuat Ltd., a company involved in Mineral Exploration, as a Consultant. In
the
summer of 1969, Mr. Stephenson worked as a junior Geologist for J.K. Boothe
& Associates, a company specializing in Mineral Exploration Consulting. In
1975, he graduated from Carleton University in Ottawa, Ontario with a Bachelor
of Science degree in geology. From 1975 to 1985, Mr. Stephenson was District
Geologist for Duval International Corporation of Toronto, Ontario, where his
duties were the planning, organizing and budgeting for exploration programs
throughout Eastern Canada and the United States. In addition, he was responsible
for hiring and evaluating both geological and office staff and supervised up
to
12 part and full time workers at any given time. He was responsible for the
preparation of managerial and assessment reports for the Toronto head office
and
was the individual who liaised between the head office and the district offices.
He assisted in the formation of local governmental lobby groups in the Province
of Newfoundland and Labrador. In 1985, Mr. Stephenson graduated from York
University in Toronto with a Masters of Business Administration. In May 1985,
he
became a director of Spirit Lake Explorations Ltd., a company listed on the
Montreal Stock Exchange and remained as a director until 1990. In July 1985,
he
incorporated GeoFin Inc., a private consulting company providing the investment
community with geological and financial business advice, and became its
president, which title he still holds today. In October 1987, Mr. Stephenson
became a director of Glencairn Explorations Ltd., a company listed on the TSX
Venture Exchange where he was instrumental in organizing the company’s venture
into a South American diamond project and participating in financing and
geological advice with respect to ongoing ventures for the company, including
the start up of gold producer Wheaton River Explorations Inc., an independent
subsidiary of Glencairn Explorations Ltd. He remained a director of this company
until 2002. In April 1988, he became a director of Strike Minerals Inc., a
company trading over the counter in Toront,o where he remained as director
until
April 1993. In June 1988, he was appointed a director of Barkhor Resources
Inc,
a company listed on the Vancouver Stock Exchange and remained as such until
June
1990. From 1988 to 1991, as president, he was responsible for the organization
and coordinated the establishment of Kokanee Explorations Ltd., a junior
exploration company publicly traded on the Vancouver Stock Exchange. His
responsibilities were to negotiate with numerous exploration companies,
prospectors and governmental departments to secure prospects and permits to
enable the company to conduct its exploration programs. In addition, to hiring
and evaluating geological staff, preparing engineering and assessment reports,
investor reports and business plans, he was responsible for ensuring the company
conformed to securities and mining regulations and in ensuring Kokanee
Explorations Ltd. was listed on the senior board of the Vancouver Stock
Exchange. From 1991 to 1994, Mr. Stephenson was appointed a director of Golden
Hemlock Exploration Ltd., a company listed on the Vancouver Stock Exchange
where
his duties were to conduct negotiations with numerous exploration companies
with
respect to joint ventures situations and financing. In addition, he was
responsible for reviewing and advising the company on its exploration programs,
responsible for compliance with the securities and mining regulation and
overseeing all engineering and investor reports. In April 1994, he was appointed
Vice-President of Exploration, Corporate Secretary and founding Director of
Golden Chief Resources Ltd., a company listed on the Vancouver Stock Exchange,
where he was responsible for organizing and coordinating the reverse take over
of Copeland Technologies. In addition, he was
responsible
for coordinating the regulatory work to secure prospects and permits to enable
the company to conduct its exploration programs, designing and implementation
of
geological exploration programs, overseeing the preparation of all geological
and assessment reports and taking an active interest in investors relations
through assisting in the raising of funds and communication with investors
on a
regular basis. Since his departure from Golden Chief Resources Ltd. In 1999,
Mr.
Stephenson was involved in the reorganization of Sutcliffe Resources Inc.,
a
company listed on the Toronto Venture Stock Exchange in Canada. In addition,
to
working with Sutcliffe Resources Inc., he has maintained his involvement with
GeoFin Inc., where he offers consulting services to the exploration industry
and
assists in both financial planning for exploration companies and developing
them
to their full potential. Mr. Stephenson will devote his time as required to
the
business of our company.
ITEM
6. EXECUTIVE COMPENSATION
There
are
currently no plans to compensate the President until we commence operations.
We
have agreed to pay the Vice President of Exploration, Mr. Stephenson a $2,000
retainer and 2,000 shares of Common Stock for his services for the current
year.
We will reimburse officers and directors for any out-of-pocket expenses incurred
on behalf of our company. We do not have employment agreements or key-man life
insurance.
______________________________________________________________________________
SUMMARY COMPENSATION TABLE
______________________________________________________________________________
Annual
Compensation
Long-Term Compensation
Awards
Payouts
Name
and
Other
Position(s)
Year
Salary
Bonus
Compensation
Shawn
Perger
2005
None
None
None
None
None
President,
Secretary,
2006 None
None
None
None
None
Principal
Accounting
Officer,
Treasurer
and
Director
Laurence
Stephenson
2005
None
None
None
None
None
Vice
President
of
2006
$2,000
None
2,000 Shares (1)
None
None
Exploration
and
Director
(1)
In
August 2006, we issued 2,000 shares of restricted Common Stock to Mr. Stephenson
as additional compensation for his services
as
a Vice
President of Exploration and Director. The shares were valued at $0.01 per
share, the price of the common stock sold in our
initial
public offering in May 2006.
Employment
Agreements
The
officers and directors are not currently party to any employment agreements
and
we do not presently have any pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, it may adopt such plans in
the
future. There are presently no personal benefits available to directors,
officers or employees.
ITEM
7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We
do not
have any related transactions and have not yet formulated a policy for the
resolution of any related transaction conflicts, should they arise.
ITEM
8. DESCRIPTION OF SECURITIES
As
of the
date of this filing, there were 10,002,000 shares of Common Stock issued and
outstanding, which are held by a total of 36 stockholders of
record.
Common
Stock
The
authorized capital stock consists of 75,000,000 shares of Common Stock, par
value $.0001 per share. The holders of Common Stock (i) have equal ratable
rights to dividends from funds legally available therefor, when, as and if
declared by the Board of Directors; (ii) are entitled to share ratably in all
of
the assets for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of our business affairs; (iii) do not have preemptive,
subscription or conversion rights, and there are no redemption or sinking fund
provisions or rights applicable thereto; and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote.
All
shares of Common Stock now outstanding are fully paid for and non-assessable.
There
are
no provisions in the articles of incorporation or bylaws that would delay,
defer
or prevent a change in control of our company or a change in type of
business.
Non-cumulative
Voting
The
holders of shares of Common Stock do not have cumulative voting rights, which
means that the holders of more than 50% of such outstanding shares, voting
for
the election of directors, can elect all of the directors to be elected, if
they
so choose, and, in such event, the holders of the remaining shares will not
be
able to elect directors.
Cash
Dividends
As
of the
date of this registration statement, we had not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of the Board of Directors and will depend upon the earnings, if
any,
capital requirements and our financial position, general economic conditions,
and other pertinent conditions. It is our present intention not to pay any
cash
dividends in the foreseeable future, but rather to reinvest earnings, if any,
into the business.
Reports
We
will
furnish audited annual financial reports to all of our stockholders, certified
by our independent accountants, and will furnish unaudited quarterly financial
reports, reviewed by the independent accountants.
Stock
Transfer Agent
Our
stock
transfer agent is Transfer Online Inc. of Portland, Oregon, an independent
stock
transfer agency.
PART
II
ITEM
1. MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND
OTHER
STOCKHOLDER MATTERS
As
of the
date of this filing, there were a total of 36 shareholders of record, holding
a
total of 10,002,000 shares of our common stock.
A
total
of 5,002,000 shares are held by our officers and directors, all of which are
restricted securities, as that term is defined in Rule 144 of the Rules and
Regulations of the Securities and Exchange Commission, promulgated under the
Act. Under Rule 144, such shares can only be publicly sold, subject to volume
restrictions and certain restrictions on the manner of sale, commencing one
year
after their acquisition. A total of 5,000,000 of the issued and outstanding
shares were sold in a public offering registered in the State of Nevada,
pursuant to an exemption provided by Regulation D, Rule 504, and are
unrestricted securities and may be publicly sold at any time, without
restriction.
There
are
currently no outstanding options, warrants to purchase or securities convertible
into, our common stock.
ITEM
2. LEGAL PROCEEDINGS
To
the
best of our Management's knowledge, there are no material legal proceedings
filed or threatened against us.
ITEM
3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
James
Stafford, Independent Registered Public Accountants, have been our only auditors
December 2005 and there have been no disagreements between us.
ITEM
4. RECENT SALES OF UNREGISTERED SECURITIES
In
May,
2006, a total of 5,000,000 shares of Common Stock were issued to 34 investors
in
exchange for $50,000 U.S., pursuant to an offering conducted under an exemption
provided by Rule 504 of Regulation D, promulgated under the Securities Act
of
1933, as amended. The offering was approved for sale by the Nevada Secretary
of
State Securities Division on March 1, 2006. Prior to purchase, each purchaser
was furnished a copy of an Offering Memorandum, reviewed and qualified by the
State of Nevada, which contained all of the required financial and business
disclosures, as well as information regarding the limitations on possible resale
of their shares in the future, all pursuant to the disclosure requirements
of
Regulation D, Rule 504. In addition, each purchaser was given the opportunity
to
ask questions and receive answers concerning the terms and conditions of the
offering and any additional information they wanted to verify the accuracy
of
the information we furnished in the Offering Memorandum. None of the purchasers
requested any information in addition to the offering documents. The shares
were
all sold to unaccredited investors who were friends, family members,
acquaintances and/or business associates of the officers, directors and
registered sales agent.
In
September 2005, we issued 5,000,000 shares of restricted Common Stock to Shawn
Perger, the President, Secretary and Treasurer of the Company, in exchange
for
cash in the amount of $5,000, which was used to acquire the 50% interest in
the
Bald Mountain claims, and as consideration for proprietary rights, business
plans, organizational services and expenses advanced in the incorporation and
startup of the Company. The shares are "restricted securities", as that term
is
defined in Rule 144 promulgated under the Securities Act of 1933, as amended.
These securities may only be sold in compliance with Rule 144 which provides,
in
essence, that officers and directors and others holding restricted securities
(such as those described above) may each sell, in brokerage
transactions,
an amount equal to 1% of the Company’s total outstanding Common Stock every
three (3) months. In addition, Rule 144 provides that shares must not be sold
until they have been held for a period of at least one (1) year from the date
they were fully paid for. The possible sale of these restricted securities
under
Rule 144 may, in the future, have a depressive effect on the price of the
Company’s Common Stock in any public market which may develop, assuming there is
such a market, of which there can be no assurance. Furthermore, persons holding
restricted securities for two (2) years who are not "affiliates" of the Company,
as that term is defined in Rule 144, may sell their securities pursuant to
Rule
144 without any restrictions and/or limitations on the number of shares sold,
assuming there is such a market, of which there can be no
assurance.
In
August
2006, 2,000 shares of restricted Common Stock were issued to Laurence
Stephenson, our Vice President of Exploration and a Director, as additional
compensation for his services for the fiscal year March 1, 2006 through February
28, 2007.
ITEM
5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant
to Nevada Corporation Law, and specifically, Nevada Revised Statutes Ch. 78.751,
and Article 5.1 of our By-Laws, we may indemnify an officer or director who
is
made a party to any proceeding, including a law suit, because of his position,
if he/she acted in good faith and in a manner he/she reasonably believed to be
in our best interests. In certain cases, we may advance expenses incurred in
defending any such proceeding. To the extent that the officer or director is
successful on the merits in any such proceeding as to which such person is
to be
indemnified, we must indemnify him/her against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made
only
for expenses actually and reasonably incurred in defending the proceeding,
and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws
of
the State of Nevada.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933,
as
amended, may be permitted to directors or officers pursuant to the foregoing
provisions, we are informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy, as expressed in
said
Act and is, therefore, unenforceable.
PART
F/S
Following
are audited financial statements for the period from inception to February
28,
2006, audited by James Stafford, our Independent Registered Public Accountants,
and the unaudited financial statements for the period ended May 31,
2006.
Striker
Energy Corp.
(An
Exploration Stage Company)
Financial
Statements
(Expressed
in U.S. Dollars)
28
February 2006
James
Stafford
James
Stafford
Chartered
Accountants*
Suite
350 - 1111 Melville
Street
Vancouver,
British
Columbia
Canada
V6E 3V6
Telephone
+1 604 669
0711
Facsimile
+1 604 669 0754
Report
of Independent Registered Public Accounting Firm
To
Board of Directors and Stockholders of
Striker
Energy Corp.
(An
Exploration Stage Company)
We
have
audited the accompanying balance sheet of
Striker
Energy Corp.
as
of 28
February 2006, and the related statements of operations, cash flows and changes
in stockholder’s equity for the period from the date of inception on 18 March
2005 to 28 February 2006. These financial statements are the responsibility
of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of 28 February
2006
and the results of its operations, cash flows and changes in stockholder’s
equity for the period from the date of inception on 18 March 2005 to 28 February
2006, in conformity with accounting principles generally accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note
1
to the
financial statements, conditions exist which raise substantial doubt about
the
Company’s ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management’s plans in regards to these matters are also described in Note
1
.
The
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty.
“James
Stafford”
Vancouver,
Canada
Chartered
Accountants
4
July
2006
Striker
Energy Corp.
(An
Exploration Stage Company)
Balance
Sheet
(Expressed
in U.S. Dollars)
As
at 28
February
|
|
|
|
|
2006
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
|
3,964
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
Accounts
payable and accrued liabilities (Note
4
)
|
|
|
|
5,520
|
|
Due
to related party (Note
5
)
|
|
|
|
14,081
|
|
|
|
|
|
|
|
|
|
|
|
19,601
|
|
|
|
|
|
|
|
Stockholder’s
equity
|
|
|
|
|
|
Capital
stock
(Note
7
)
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
2006
- 75,000,000 common shares, par value $0.0001
|
|
|
|
|
|
Issued
and outstanding
|
|
|
|
|
|
2006
- 5,000,000 common shares, par value $0.0001
|
|
|
|
500
|
|
Additional
paid-in capital
|
|
|
|
5,100
|
|
Deficit,
accumulated during the exploration stage
|
|
|
|
(21,237)
|
|
|
|
|
|
|
|
|
|
|
|
(15,637)
|
|
|
|
|
|
|
|
|
|
|
|
3,964
|
Nature
and Continuance of Operations
(Note
1
),
Commitments
(Note
8
),
Subsequent
Events
(Note
10)
On
behalf of the Board:
/s/
Shawn
Perger, Director
/s/
Laurence Stephenson, Director
The
accompanying notes are an integral part of these financial
statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Statement
of Operations
(Expressed
in U.S. Dollars)
For
the period from the date of inception on 18 March 2005 to 28 February
2006
|
|
|
|
|
$
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Acquisition
of mineral property interest (Note
3
)
|
|
|
|
5,000
|
|
Bank
charges and interest
|
|
|
|
110
|
|
Consulting
fees
|
|
|
|
4,146
|
|
Legal
and accounting fees
|
|
|
|
8,851
|
|
Licenses
and permits
|
|
|
|
2,519
|
|
Office
expense
|
|
|
|
11
|
|
Rent
(Note 6)
|
|
|
|
600
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
(21,237)
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share
|
|
|
|
(0.008)
|
|
|
|
|
|
|
|
Weighted
average number of common shares used in per share
calculations
|
|
|
|
2,622,478
|
The
accompanying notes are an integral part of these financial
statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Statement
of Cash Flows
(Expressed
in U.S. Dollars)
For
the period from the date of inception on 18 March 2005 to 28 February
2006
|
|
|
|
|
$
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
Net
loss for the period
|
|
|
|
(21,237)
|
|
Adjustments
to reconcile loss to net cash used by operating activities
|
|
|
|
|
|
Contribution
to capital - rent (Note 6)
|
|
|
|
600
|
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
Increase
in accounts payable and accrued liabilities
|
|
|
|
5,520
|
|
|
|
|
|
|
|
|
|
|
|
(15,117)
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
Increase
in due to related party (Notes 5 and 6)
|
|
|
|
14,081
|
|
Common
shares issued for cash (Note 7)
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
19,081
|
|
|
|
|
|
|
|
Increase
in cash and cash equivalents, being cash and cash equivalents, end
of
period
|
|
|
|
3,964
|
The
accompanying notes are an integral part of these financial
statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Statement
of Changes in Stockholder’s Equity
(Express
in U.S.
Dollars)
|
|
Number
of shares issued
|
Share
Capital
|
Additional
paid-in capital
|
Deficit,
accumulated during the development stage
|
Total
Stockholder’s equity
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 18 March 2005 (inception)
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
common shares issued for cash ($0.001 per share) - 1 September 2005
(Note
7)
|
|
5,000,000
|
|
500
|
|
4,500
|
|
-
|
|
5,000
|
|
Contributions
to capital by related party (Note 6)
|
|
-
|
|
-
|
|
600
|
|
-
|
|
600
|
|
Net
loss for the period
|
|
-
|
|
-
|
|
-
|
|
(21,237)
|
|
(21,237)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 28 February 2006
|
|
5,000,000
|
|
500
|
|
5,100
|
|
(21,237)
|
|
(15,637)
|
The
accompanying
notes are an integral part of these financial statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
|
1.
|
Nature
and Continuance of Operations
|
Striker
Energy Corp. (the “Company”) was incorporated under the laws of the State of
Nevada on 18 March 2005 for the purpose to promote and carry on any lawful
business for which a corporation may be incorporated under the laws of the
State
of Nevada. The Company intends to engage in the acquisition and exploration
of
mineral properties. The Company intends to conduct exploration activities on
its
current and future properties and, if warranted, will seek a major mining
company to joint venture in any development and/or production. The Company
is
currently based in North Vancouver, British Columbia, Canada.
The
Company is an exploration stage company, as defined in Financial Accounting
Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
No. 7 “
Accounting
and Reporting by Development Stage Enterprises
”,
and
Industry Guide 7 of the Securities Exchange Commission Industry Guide. The
Company is devoting all of its present efforts in securing and establishing
a
new business, and its planned principle operations have not commenced, and,
accordingly, no revenue has been derived during the organization
period.
The
Company’s financial statements as at 28 February 2006 and for the period from
the date of inception on 18 March 2005 to 28 February 2006 have been prepared
on
a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business.
The
Company has a loss of approximately $21,237 for the period from the date of
inception on 18 March 2005 to 28 February 2006 and has a working capital
deficiency at 28 February 2006 of $15,637.
Management
cannot provide assurance that the Company will ultimately achieve profitable
operations or become cash flow positive, or raise additional debt and/or equity
capital. Management believes that the Company’s capital resources should be
adequate to continue operating and maintaining its business strategy for the
remainder of 2006. However, if the Company is unable to raise additional capital
in the near future, due to the Company’s liquidity problems, management expects
that the Company will need to curtail operations, liquidate assets, seek
additional capital on less favourable terms and/or pursue other
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
remedial
measures. These financial statements do not include any adjustments related
to
the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
As
at 28
February 2006, the Company was not currently fully engaged in an operating
business and expects to incur development stage operating losses for the next
year to eighteen months. It intends to rely on officers and directors to perform
essential functions with minimal compensation until a business operation can
be
fully commenced. Management believes the Company will be able to raise
sufficient capital to implement its business plan, and thus will continue as
a
going concern during this period while its plans are implemented.
|
2.
|
Significant
Accounting Policies
|
The
following is a summary of significant accounting policies used in the
preparation of these financial statements.
The
accounting and reporting
policies of the Company conform to accounting principles generally accepted
in
the United States of America applicable to exploration stage
enterprises. The functional currency is the U.S. dollar, and the financial
statements are presented in U.S. dollars.
Cash
and cash equivalents
Cash
and
cash equivalents include highly liquid investments with original maturities
of
three months or less.
Mineral
property costs
The
Company has been in the exploration stage since its formation on 18 March 2005
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are charged to operations
as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will
be
amortized using the units-of-production method over the estimated life of the
probable reserve.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
Although
the Company has taken steps to verify title to mineral properties in which
it
has an interest, according to the usual industry standards for the stage of
exploration of such properties, these procedures do not guarantee the Company’s
title. Such properties may be subject to prior agreements or transfers and
title
may be affected by undetected defects.
Reclamation
costs
The
Company’s policy for recording reclamation costs is to record a liability for
the estimated costs to reclaim mined land by recording charges to production
costs for each tonne of ore mined over the life of the mine. The amount charged
is based on management’s estimation of reclamation costs to be incurred. The
accrued liability is reduced as reclamation expenditures are made. Certain
reclamation work is performed concurrently with mining and these expenditures
are charged to operations at that time.
Fair
value of financial instruments and derivative financial
instruments
The
carrying amounts of cash and current liabilities approximate fair value because
of the short maturity of these items. These fair value estimates are subjective
in nature and involve uncertainties and matters of significant judgment, and,
therefore, cannot be determined with precision. Changes in assumptions could
significantly affect these estimates. The Company does not hold or issue
financial instruments for trading purposes, nor does it utilize derivative
instruments in the management of foreign exchange, commodity price or interest
rate market risks.
Income
taxes
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109,
“
Accounting
for Income Taxes
”,
as of
its inception. Pursuant to SFAS No. 109, the Company is required to compute
tax
asset benefits for net operating losses carried forward. The potential benefits
of net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in futures years.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
Basic
and diluted net loss per share
The
Company computes net income (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 net
income (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.
Comprehensive
loss
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 28 February 2006, the Company
has no items that represent a comprehensive loss and, therefore, has not
included a schedule of comprehensive loss in the financial
statements.
Segments
of an enterprise and related information
SFAS
No.
131, “
Disclosures
about Segments of an Enterprise and Related Information
”,
supersedes SFAS No. 14, “
Financial
Reporting for Segments of a Business Enterprise
”.
SFAS
131 establishes standards for the way that public companies report information
about operating segments in annual financial statements and requires reporting
of selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
Start-up
expenses
The
Company has adopted Statement of Position No. 98-5, “
Reporting
the Costs of Start-up Activities
”,
which
requires that costs associated with start-up activities be expensed as
incurred. Accordingly, start-up costs associated with the Company's
formation have been included in the Company's general and administrative
expenses for the period from the date of inception on 18 March 2005 to 28
February 2006.
Foreign
currency translation
The
Company’s functional and reporting currency is U.S. dollar. The financial
statements of the Company are translated to U.S. dollars in accordance with
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. 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.
Use
of estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts of assets and liabilities
and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenditures during the
reporting period. Actual results could differ from these estimates.
Recent
accounting pronouncement
In
December 2004, the FASB issued SFAS No. 123 (Revised 2004) ("SFAS No. 123R"),
“
Share-Based
Payment
”.
SFAS
No. 123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity of liability instruments issued. SFAS
No.
123R represents the culmination of a two-year effort to respond to requests
from
investors and many others that the FASB improve the accounting for share-based
payment arrangements with employees. The scope of SFAS No.123R includes a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights,
and
employee share
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
purchase
plans. SFAS No. 123R replaces SFAS No. 123, “
Accounting
for Stock-Based Compensation
”,
and
supersedes APB Opinion No. 25, “
Accounting
for Stock Issued to Employees
”.
SFAS
No.123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment transactions
with
employees. However, that statement permitted entities the option of continuing
to apply the guidance in APB Opinion No. 25, as long as the footnotes to the
financial statements disclosed what net income would have been had the
preferable fair-value-based method been used. Although those disclosures helped
to mitigate the problems associated with accounting under APB Opinion No. 25,
many investors and other users of financial statements believed that the failure
to include employee compensation costs in the income statement impaired the
transparency, comparability, and credibility of financial statements. Public
entities that file as small business issuers will be required to apply Statement
123R in the first interim or annual reporting period that begins after 15
December 2005. The adoption of this standard is not expected to have a material
impact on the Company's results of operations or financial
position.
In
December 2004, the FASB issued SFAS No. 153, “
Exchanges
of Non-monetary Assets - An Amendment of APB Opinion No. 29
”.
SFAS
No. 153 is the result of a broader effort by the FASB to improve financial
reporting by eliminating differences between accounting principles generally
accepted in the United States of America and generally accepted accounting
principles developed by the International Accounting Standards Board (IASB).
As
part of this effort, the FASB and the IASB identified opportunities to improve
financial reporting by eliminating certain narrow differences between their
existing accounting standards. SFAS No. 153 amends APB Opinion No. 29,
“
Accounting
for Non-monetary Transactions
”,
that
was issued in 1973. The amendments made by SFAS No.153 are based on the
principle that exchanges of non-monetary assets should be measured based on
the
fair value of the assets exchanged. Further, the amendments eliminate the narrow
exception for non-monetary exchanges of similar productive assets and replace
it
with a broader exception for exchanges of non-monetary assets that do not have
"commercial substance." Previously, APB Opinion No. 29 required that the
accounting for an exchange of a productive asset for a similar productive asset
or an equivalent interest in the same or similar productive asset should be
based on the recorded amount of the asset relinquished. The provisions in SFAS
No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after 15 June 2005. Early application is permitted and companies
must
apply the standard prospectively. The effect of adoption of this standard is
not
expected to have a material impact on the Company's results of operations and
financial position.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
FASB
has
also issued SFAS No. 151, SFAS No. 152 and SFAS No. 154, but they will not
have
any relationship to the operations of the Company; therefore, a description
and
its impact on the Company's operations for each have not been
disclosed.
In
March
2005, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 107 to give
guidance on the implementation of SFAS No. 123R. The Company will consider
SAB
No. 107 during the implementation of SFAS No. 123R.
On
28
September 2005 the Company entered into a mineral property option agreement
(the
“Agreement”) with an unrelated third party (the “Seller”), wherein the Company
would acquire 50% of the rights, title and interests in and to the Bald Mountain
Claims in Nye County, Nevada. The Agreement called for the Company to pay $5,000
in cash on signing, to make a second cash payment of $10,000 on the second
anniversary of the agreement and complete exploration expenditures totalling
$500,000 over a 3 year period (Note
8
).
On 28
September 2005 the Company consummated the Agreement and paid the Seller
$5,000.
|
|
Accounts
Payable and Accrued
Liabilities
|
Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.
The
balance due to related party is non-interest bearing, unsecured and is due
on
demand.
As
at 28
February 2006, the balance of $14,081 due to related party is payable to an
officer, director and shareholder of the Company.
|
6.
|
Related
Party Transactions
|
During
the period from the date of inception on 18 March 2005 to the year ended 28
February 2006, an officer and director of the Company made contributions to
capital for rent in the amount of $600.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February
2006
Authorized
The
total
authorized capital is 75,000,000 common shares with a par value of $0.0001.
Issued
and outstanding
The
total
issued and outstanding capital stock is 5,000,000 common shares with a par
value
of $0.0001 per common share.
On
1
September 2005, 5,000,000 common shares of the Company were issued to an officer
and director of the Company for cash proceeds of $5,000.
The
Company has outstanding and future commitments under a mineral property option
agreement (Note
3
).
The
Company has losses carried forward for income tax purposes to 28 February 2006.
There are no current or deferred tax expenses for the period ended 28 February
2006 due to the Company’s loss position. The Company has fully reserved for any
benefits of these losses. The deferred tax consequences of temporary differences
in reporting items for financial statement and income tax purposes are
recognized, as appropriate. Realization of the future tax benefits related
to
the deferred tax assets is dependent on many factors, including the Company’s
ability to generate taxable income within the net operating loss carryforward
period. Management has considered these factors in reaching its conclusion
as to
the valuation allowance for financial reporting purposes.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
28
February 2006
The
provision for refundable federal income tax consists of the
following:
|
|
|
|
|
For
the period from the date of inception on 18 March 2005 to
28
February 2006
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
Refundable
federal tax asset attributable to:
|
|
|
|
|
|
Current
operations
|
|
|
|
7,221
|
|
Contributions
to capital by related parties
|
|
|
|
(204)
|
|
Less:
Change in valuation allowance
|
|
|
|
(7,017)
|
|
|
|
|
|
|
|
Net
refundable amount
|
|
|
|
-
|
The
composition of the Company’s deferred tax assets as at 28 February 2006 is as
follows:
|
|
|
|
|
For
the period from the date of inception on 18 March 2005 to
28
February 2006
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
Net
operating loss carryforward
|
|
|
|
20,637
|
|
|
|
|
|
|
|
Statutory
federal income tax rate
|
|
|
|
34%
|
|
Effective
income tax rate
|
|
|
|
0%
|
|
|
|
|
|
|
|
Deferred
tax asset
|
|
|
|
7,017
|
|
Less:
Valuation allowance
|
|
|
|
(7,017)
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
|
|
-
|
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
Expressed
in U.S. Dollars)
28
February
2006
The
potential income tax benefit of these losses has been offset by a full valuation
allowance.
As
at 28
February 2006, the Company has an unused net operating loss carry-forward
balance of approximately $20,637 that is available to offset future taxable
income. This unused net operating loss carry-forward balance expires in
2025.
The
following events occurred subsequent to 28 February 2006:
|
|
1.
|
In
May 2006, the Company completed a public offering of securities pursuant
to an exemption provided by Rule 504 of Regulation D, registered
in the
State of Nevada, and issued 5,000,000 common shares for total cash
proceeds of $50,000.
|
|
|
2.
|
The
Company agreed to issue 2,000 restricted common shares to an officer
and
director of the Company as compensation for services
rendered.
|
11.
Supplemental
Disclosures with Respect to Cash Flows
|
|
|
|
|
|
|
|
|
For
the period from the date of inception on 18 March 2005 to
28
February 2006
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for interest
|
|
|
|
|
|
|
|
-
|
|
Cash
paid during the period for income taxes
|
|
|
|
|
|
|
|
-
|
Striker
Energy Corp.
(An
Exploration Stage Company)
Financial
Statements
(Expressed
in U.S. Dollars)
31
May 2006
Striker
Energy Corp.
(An
Exploration Stage Company)
Balance
Sheet
(Expressed
in U.S. Dollars)
(Unaudited)
|
|
|
As
at 31 May 2006
|
|
As
at 28 February 2006
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
Cash
and cash equivalents
|
|
43,541
|
|
3,964
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
Accounts
payable and accrued liabilities (Note
4
)
|
|
6,520
|
|
5,520
|
|
Due
to related party (Note
5
)
|
|
14,081
|
|
14,081
|
|
|
|
|
|
|
|
|
|
20,601
|
|
19,601
|
|
|
|
|
|
|
|
Stockholders’
equity
|
|
|
|
|
|
Capital
stock
(Note
7
)
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
31
May 2006 - 75,000,000 common shares, par value $0.0001
|
|
|
|
|
|
28
February 2006 - 75,000,000 common shares, par value
$0.0001
|
|
|
|
|
|
Issued
and outstanding
|
|
|
|
|
|
31
May 2006 - 10,000,000 common shares, par value $0.0001
|
|
1,000
|
|
500
|
|
28
February 2006 - 5,000,000 common shares, par value $0.0001
|
|
|
|
|
|
Additional
paid-in capital
|
|
55,200
|
|
5,100
|
|
Deficit,
accumulated during the exploration stage
|
|
(33,260)
|
|
(21,237)
|
|
|
|
|
|
|
|
|
|
22,940
|
|
(15,637)
|
|
|
|
|
|
|
|
|
|
43,541
|
|
3,964
|
Nature
and Continuance of Operations
(Note
1
),
Commitments
(Note
8
),
Subsequent
Events
(Note
10)
On
behalf of the Board:
/s/
Shawn
Perger, Director
/s/
Laurence Stephenson, Director
The
accompanying notes are an integral part of these
financial statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Statement
of Operations
(Expressed
in U.S. Dollars)
(Unaudited)
|
|
For
the period from the date of inception on 18 March 2005 to 31 May
2006
|
For
the three month period ended 31 May 2006
|
For
the period from the date of inception on 18 March 2005 to 31 May
2005
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
Acquisition
of mineral property interest (Note
3
)
|
|
5,000
|
|
-
|
|
-
|
|
Bank
charges and interest
|
|
373
|
|
264
|
|
-
|
|
Consulting
fees
|
|
4,146
|
|
-
|
|
2,146
|
|
Legal
and accounting fees
|
|
17,876
|
|
9,025
|
|
656
|
|
Licenses
and permits
|
|
3,636
|
|
1,117
|
|
1,296
|
|
Office
expenses
|
|
29
|
|
17
|
|
-
|
|
Rent
(Note 6)
|
|
1,200
|
|
600
|
|
-
|
|
Transfer
agent fees
|
|
1,000
|
|
1,000
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
33,260
|
|
12,023
|
|
4,098
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share
|
|
|
|
0.002
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares used in per share
calculations
|
|
|
|
6,630,435
|
|
|
The
accompanying notes are an integral part of these
financial statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Statement
of Cash Flows
(Expressed
in U.S. Dollars)
(Unaudited)
|
|
For
the period from the date of inception on 18 March 2005 to 31 May
2006
|
For
the three month period ended 31 May 2006
|
For
the period from the date of inception on 18 March 2005 to 31 May
2005
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
(33,260)
|
|
(12,023)
|
|
(4,098)
|
|
Adjustments
to reconcile loss to net cash used by operating activities
|
|
|
|
|
|
|
|
Contribution
to capital - rent (Note 6)
|
|
1,200
|
|
600
|
|
-
|
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
Increase
in accounts payable and accrued liabilities
|
|
6,520
|
|
1,000
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
(25,540)
|
|
(10,423)
|
|
(3,973)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
Increase
in due to related party (Notes 5 and 6)
|
|
14,081
|
|
-
|
|
4,073
|
|
Common
shares issued for cash (Note 7)
|
|
55,000
|
|
50,000
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
69,081
|
|
50,000
|
|
4,073
|
|
|
|
|
|
|
|
|
|
Increase
in cash and cash equivalents
|
|
43,541
|
|
39,577
|
|
100
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
-
|
|
3,964
|
|
-
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
43,541
|
|
43,541
|
|
100
|
The
accompanying notes are an integral part of these
financial statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Statement
of Changes in Stockholders’ Equity
(Expressed
in U.S. Dollars)
(Unaudited)
|
|
Number
of shares issued
|
Share
Capital
|
Additional
paid-in capital
|
Deficit,
accumulated during the development stage
|
Total
Stockholders’ equity
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 18 March 2005 (inception)
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
common shares issued for cash ($0.001 per share) - 1 September 2005
(Note
7)
|
|
5,000,000
|
|
500
|
|
4,500
|
|
-
|
|
5,000
|
|
Contributions
to capital by related party (Note 6)
|
|
-
|
|
-
|
|
600
|
|
-
|
|
600
|
|
Net
loss for the period
|
|
-
|
|
-
|
|
-
|
|
(21,237)
|
|
(21,237)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 28 February 2006
|
|
5,000,000
|
|
500
|
|
5,100
|
|
(21,237)
|
|
(15,637)
|
|
Common
shares issued for cash ($0.01 per share) - 2 May 2006
|
|
5,000,000
|
|
500
|
|
49,500
|
|
-
|
|
50,000
|
|
Contributions
to capital by related parties (Note 6)
|
|
-
|
|
-
|
|
600
|
|
-
|
|
600
|
|
Net
loss for the period
|
|
-
|
|
-
|
|
-
|
|
(12,023)
|
|
(12,023)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 31 May 2006
|
|
10,000,000
|
|
1,000
|
|
55,200
|
|
(33,260)
|
|
22,940
|
The
accompanying notes are an integral part of these
financial statements.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
|
|
1.
|
Nature
and Continuance of Operations
|
Striker
Energy Corp. (the “Company”) was incorporated under the laws of the State of
Nevada on 18 March 2005 for the purpose to promote and carry on any lawful
business for which a corporation may be incorporated under the laws of the
State
of Nevada. The Company intends to engage in the acquisition and exploration
of
mineral properties. The Company intends to conduct exploration activities on
its
current and future properties and, if warranted, will seek a major mining
company to joint venture in any development and/or production. The Company
is
currently based in North Vancouver, British Columbia, Canada.
The
Company is an exploration stage company, as defined in Financial Accounting
Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
No. 7 “
Accounting
and Reporting by Development Stage Enterprises
”,
and
Industry Guide 7 of the Securities Exchange Commission Industry Guide. The
Company is devoting all of its present efforts in securing and establishing
a
new business, and its planned principle operations have not commenced, and,
accordingly, no revenue has been derived during the organization
period.
The
Company’s financial statements as at 31 May 2006 and for the three month period
ended 31 May 2006 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. The Company has a loss of
approximately $12,023 for the three month period ended 31 May 2006 (31 May
2005
- $4,098) and has working capital at 31 May 2006 of $22,940 (28 February 2006
-
working capital deficit of $15,637).
Management
cannot provide assurance that the Company will ultimately achieve profitable
operations or become cash flow positive, or raise additional debt and/or equity
capital. Management believes that the Company’s capital resources should be
adequate to continue operating and maintaining its business strategy for the
remainder of 2006. However, if the Company is unable to raise additional capital
in the near future, due to the Company’s liquidity problems, management expects
that the Company will need to curtail operations, liquidate assets, seek
additional capital on less favourable terms and/or pursue other remedial
measures. These financial statements do not include any adjustments related
to
the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
As
at 31
May 2006, the Company was not currently fully engaged in an operating business
and expects to incur development stage operating losses for the next year to
eighteen months. It intends to rely on officers and directors to perform
essential functions with minimal compensation until a business operation can
be
fully commenced. Management believes the Company will be able to raise
sufficient capital to implement its business plan, and thus will continue as
a
going concern during this period while its plans are implemented.
|
|
2.
|
Significant
Accounting Policies
|
The
following is a summary of significant accounting policies used in the
preparation of these financial statements.
Basis
of presentation
The
accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America applicable to
exploration stage enterprises. The functional currency is the U.S. dollar,
and
the financial statements are presented in U.S. dollars.
Cash
and cash equivalents
Cash
and
cash equivalents include highly liquid investments with original maturities
of
three months or less.
Mineral
property costs
The
Company has been in the exploration stage since its formation on 18 March 2005
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are charged to operations
as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will
be
amortized using the units-of-production method over the estimated life of the
probable reserve.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
Although
the Company has taken steps to verify title to mineral properties in which
it
has an interest, according to the usual industry standards for the stage of
exploration of such properties, these procedures do not guarantee the Company’s
title. Such properties may be subject to prior agreements or transfers and
title
may be affected by undetected defects.
Reclamation
costs
The
Company’s policy for recording reclamation costs is to record a liability for
the estimated costs to reclaim mined land by recording charges to production
costs for each tonne of ore mined over the life of the mine. The amount charged
is based on management’s estimation of reclamation costs to be incurred. The
accrued liability is reduced as reclamation expenditures are made. Certain
reclamation work is performed concurrently with mining and these expenditures
are charged to operations at that time.
Fair
value of financial instruments and derivative financial
instruments
The
carrying amounts of cash and current liabilities approximate fair value because
of the short maturity of these items. These fair value estimates are subjective
in nature and involve uncertainties and matters of significant judgment, and,
therefore, cannot be determined with precision. Changes in assumptions could
significantly affect these estimates. The Company does not hold or issue
financial instruments for trading purposes, nor does it utilize derivative
instruments in the management of foreign exchange, commodity price or interest
rate market risks.
Income
taxes
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109,
“
Accounting
for Income Taxes
”,
as of
its inception. Pursuant to SFAS No. 109, the Company is required to compute
tax
asset benefits for net operating losses carried forward. The potential benefits
of net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in futures years.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
Basic
and diluted net loss per share
The
Company computes net income (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 net
income (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 excluded all dilutive
potential shares if their effect is anti-dilutive.
Comprehensive
loss
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 31 May 2006, the Company
has
no items that represent a comprehensive loss and, therefore, has not included
a
schedule of comprehensive loss in the financial statements.
Segments
of an enterprise and related information
SFAS
No.
131, “
Disclosures
about Segments of an Enterprise and Related Information
”,
supersedes SFAS No. 14, “
Financial
Reporting for Segments of a Business Enterprise
”.
SFAS
131 establishes standards for the way that public companies report information
about operating segments in annual financial statements and requires reporting
of selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
Start-up
expenses
The
Company has adopted Statement of Position No. 98-5, “
Reporting
the Costs of Start-up Activities
”,
which
requires that costs associated with start-up activities be expensed as
incurred. Accordingly, start-up costs associated with the Company's
formation have been included in the Company's general and administrative
expenses for the period from the date of inception on 18 March 2005 to 31 May
2006.
Foreign
currency translation
The
Company’s functional and reporting currency is the U.S. dollar. The financial
statements of the Company are translated to U.S. dollars in accordance with
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. 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.
Use
of estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts of assets and liabilities
and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenditures during the
reporting period. Actual results could differ from these estimates.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
Recent
accounting pronouncement
In
December 2004, FASB issued SFAS No. 123 (Revised 2004) ("SFAS No. 123R"),
“
Share-Based
Payment
”.
SFAS
No. 123R require that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity of liability instruments issued. SFAS
No.
123R represents the culmination of a two-year effort to respond to requests
from
investors and many others that the FASB improve the accounting for share-based
payment arrangements with employees. The scope of SFAS No.123R includes a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights,
and
employee share purchase plans. SFAS No. 123R replaces SFAS No. 123,
“
Accounting
for Stock-Based Compensation
”,
and
supersedes APB Opinion No. 25, “
Accounting
for Stock Issued to Employees
”.
SFAS
No.123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment transactions
with
employees. However, that statement permitted entities the option of continuing
to apply the guidance in APB Opinion No. 25, as long as the footnotes to the
financial statements disclosed what net income would have been had the
preferable fair-value-based method been used. Although those disclosures helped
to mitigate the problems associated with accounting under APB Opinion No. 25,
many investors and other users of financial statements believed that the failure
to include employee compensation costs in the income statement impaired the
transparency, comparability, and credibility of financial statements. Public
entities that file as small business issuers will be required to apply Statement
123R in the first interim or annual reporting period that begins after 15
December 2005. The adoption of this standard is not expected to have a material
impact on the Company's results of operations or financial
position.
In
December 2004, the FASB issued SFAS No. 153, “
Exchanges
of Non-monetary Assets - An Amendment of APB Opinion No. 29
”.
SFAS
No. 153 is the result of a broader effort by the FASB to improve financial
reporting by eliminating differences between accounting principles generally
accepted in the United States of America and generally accepted accounting
principles developed by the International Accounting Standards Board (IASB).
As
part of this effort, the FASB and the IASB identified opportunities to improve
financial reporting by eliminating certain narrow differences between their
existing accounting standards. SFAS No. 153 amends APB Opinion No. 29,
“
Accounting
for Non-monetary Transactions
”,
that
was issued in 1973. The amendments made by SFAS No.153 are based on the
principle that exchanges of non-monetary assets should be measured based on
the
fair value of the assets exchanged.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
Further,
the amendments eliminate the narrow exception for non-monetary exchanges of
similar productive assets and replace it with a broader exception for exchanges
of non-monetary assets that do not have "commercial substance." Previously,
APB
Opinion No. 29 required that the accounting for an exchange of a productive
asset for a similar
productive
asset or an equivalent interest in the same or similar productive asset should
be based on the recorded amount of the asset relinquished. The provisions in
SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after 15 June 2005. Early application is permitted and
companies must apply the standard prospectively. The effect of adoption of
this
standard is not expected to have a material impact on the Company's results
of
operations and financial position.
FASB
has
also issued SFAS No. 151, SFAS No. 152 and SFAS No. 154, but they will not
have
any relationship to the operations of the Company; therefore, a description
and
its impact on the Company's operations for each have not been
disclosed.
In
March
2005, the US Securities and Exchange Commission (“SEC”) staff issued Staff
Accounting Bulletin (“SAB”) No. 107 to give guidance on the implementation of
SFAS No. 123R. The Company will consider SAB No. 107 during the implementation
of SFAS No. 123R.
On
28
September 2005 the Company entered into a mineral property option agreement
(the
“Agreement”) with an unrelated third party (the “Seller”), wherein the Company
would acquire 50% of the rights, title and interests in and to the Bald Mountain
Claims in Nye County, Nevada. The Agreement calls for the Company to pay $5,000
in cash on signing, to make a second cash payment of $10,000 on the second
anniversary of the Agreement and complete exploration expenditures totalling
$500,000 over a 3 year period (Note
8
).
On 28
September 2005 the Company consummated the Agreement and paid the Seller
$5,000.
|
|
4.
|
Accounts
Payable and Accrued
Liabilities
|
Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
The
balance due to a related party is non-interest bearing, unsecured and is due
on
demand.
As
at 31
May 2006, the amount due to a related party consisted of $14,081 (28 February
2006 - $14,081) payable to an officer, director and shareholder of the Company.
|
|
6.
|
Related
Party Transactions
|
During
the three month period ended 31 May 2006, an officer and director of the Company
made contributions to capital for rent in the amount of $600 (31 May 2005 -
$Nil, cumulative - $1,200).
Authorized
The
total
authorized capital is 75,000,000 common shares with a par value of $0.0001.
Issued
and outstanding
The
total
issued and outstanding capital stock is 10,000,000 common shares with a par
value of $0.0001 per common share.
On
1
September 2005, 5,000,000 common shares of the Company were issued to an officer
and director of the Company for cash proceeds of $5,000.
On
2 May
2006, the Company completed a public offering of securities pursuant to an
exemption provided by Rule 504 of Regulation D, registered in the State of
Nevada, and issued 5,000,000 common shares for total cash proceeds of
$50,000.
The
Company has outstanding and future commitments under a mineral property option
agreement (Note
3
).
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
The
Company has losses carried forward for income tax purposes to 31 May 2006.
There
are no current or deferred tax expenses for the period ended 31 May 2006 due
to
the Company’s loss position. The Company has fully reserved for any benefits of
these losses. The deferred tax consequences of temporary differences in
reporting items for financial statement and income tax purposes are recognized,
as appropriate. Realization of the future tax benefits related to the deferred
tax assets is dependent on many factors, including the Company’s ability to
generate taxable income within the net operating loss carryforward period.
Management has considered these factors in reaching its conclusion as to the
valuation allowance for financial reporting purposes.
The
provision for refundable federal income tax consists of the
following:
|
|
|
For
the three month period ended 31 May 2006
|
|
For
the period from the date of inception on 18 March 2005 to 31 May
2005
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
Refundable
federal tax asset attributable to:
|
|
|
|
|
|
Current
operations
|
|
4,088
|
|
1,393
|
|
Contributions
to capital by related party
|
|
(204)
|
|
-
|
|
Less:
Change in valuation allowance
|
|
(3,884)
|
|
(1,393)
|
|
|
|
|
|
|
|
Net
refundable amount
|
|
-
|
|
-
|
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
The
composition of the Company’s deferred tax assets as at 31 May 2006 and 28
February 2006 is as follows:
|
|
|
As
at 31 May 2006
|
|
As
at 28 February 2006 (Audited)
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
Net
operating loss carryforward
|
|
32,060
|
|
21,237
|
|
|
|
|
|
|
|
Statutory
federal income tax rate
|
|
34%
|
|
34%
|
|
Effective
income tax rate
|
|
0%
|
|
0%
|
|
|
|
|
|
|
|
Deferred
tax asset
|
|
|
|
|
|
Tax
loss carry-forward
|
|
10,900
|
|
7,221
|
|
Less:
Valuation allowance
|
|
(10,900)
|
|
(7,221)
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
-
|
|
-
|
The
potential income tax benefit of these losses has been offset by a full valuation
allowance.
As
at 31
May 2006, the Company has an unused net operating loss carryforward balance
of
approximately $32,060 that is available to offset future taxable income. This
unused net operating loss carry-forward balance expires in 2025.
The
following events occurred subsequent to 31 May 2006:
|
|
3.
|
The
Company agreed to issue 2,000 restricted common shares to an officer
and
director of the Company as compensation for services
rendered.
|
Striker
Energy Corp.
(An
Exploration Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
31
May
2006
11.
Supplemental
Disclosures with Respect to Cash Flows
|
|
|
|
|
For
the period from the date of inception on 18 March 2005 to 31 May
2006
|
|
For
the three month period ended 31 May 2006
|
|
For
the period from inception on 18 March 2005 to 31 May
2005
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for interest
|
|
|
|
-
|
|
-
|
|
-
|
|
Cash
paid during the period for income taxes
|
|
|
|
-
|
|
-
|
|
-
|
PART
III
Items
1 and 2. Index to and Description of Exhibits
Exhibit
No.
Description_______________
*
3(i)
Articles
of Incorporation
*
3(ii)
Bylaws
10.1
Pr
operty
Purchase Agreement
10.2
Geological
Report
23
Consent
of Accountants to use of Audit
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Striker
Energy Corp.,
a
Nevada corporation
Date:
August 25, 2006
By:/s/
Shawn Perger, President, CEO,
Treasurer,
Principal Accounting Officer and
Director
Date:
August 25, 2006
By:/s/
Laurence Stephenson, VP Exploration
and
Director
Articles
of Incorporation
Of
Striker
Energy Corp.
Know
all
men by these present that the undersigned have this day voluntarily associated
ourselves together for the purpose of forming a corporation for the transaction
of business and the promotion and conduct of the objects and purposes
hereinafter stated, under and pursuant to the provisions of Nevada Revised
Statutes 78.010 to 78.090 inclusive as amended and do state and certify that
the
articles of incorporation are as follows:
First:
Name
The
name
of the corporation is
Striker
Energy Corp.
,
(The
“Corporation”).
Second:
Registered
Office and Agent
The
address of the principal office of the corporation in the State Of Nevada is
3155
East Patrick Lane · Suite 1
,
Las
Vegas, NV 89120-3481
,
County
of
Clark
.
The
name and address of the corporation’s Registered Agent in the State of Nevada is
Incorp
Services, Inc.
,
at said
address, until such time as another agent is duly authorized and appointed
by
the corporation.
Third:
Purpose
and Business
The
purpose of the corporation is to engage in any lawful act or activity for which
corporations may now or hereafter be organized under the Nevada Revised Statutes
of the State of Nevada, including, but not limited to the
following:
(a)
The
Corporation may at any time exercise such rights, privileges, and powers, when
not inconsistent with the purposes and object for which this corporation is
organized;
(b)
The
Corporation shall have power to have succession by its corporate name in
perpetuity, or until dissolved and its affairs wound up according to
law;
(c)
The
Corporation shall have power to sue and be sued in any court of law or
equity;
(d)
The
Corporation shall have power to make contracts;
(e)
The
Corporation shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country;
(f)
The
corporation shall have power to appoint such officers and agents as the affairs
of the Corporation shall requite and allow them suitable
compensation;
(g)
The
Corporation shall have power to make bylaws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business and the calling and holding of
meetings of stockholders;
(h)
The
Corporation shall have the power to wind up and dissolve itself, or be wound
up
or dissolved;
(i)
The
Corporation shall have the power to adopt and use a common seal or stamp, or
to
not use such seal or stamp and if one is used, to alter the same. The use of
a
seal or stamp by the corporation on any corporate documents is not necessary.
The Corporation may use a seal or stamp, if it desires, but such use or non-use
shall not in any way affect the legality of the document;
(j)
The
Corporation shall have the power to borrow money and contract debts when
necessary for the transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful purpose
of
its incorporation; to issue bonds, promissory notes, bills of exchange,
debentures and other obligations and evidence of indebtedness, payable at a
specified time or times, or payable upon the happening of a specified event
or
events, whether secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for
another lawful object;
(k)
The
Corporation shall have the power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidence in indebtedness created by any
other corporation or corporations in the State of Nevada, or any other state
or
government and, while the owner of such stock, bonds, securities or evidence
of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any;
(l)
The
Corporation shall have the power to purchase, hold, sell and transfer shares
of
its own capital stock and use therefore its capital, capital surplus, surplus
or
other property or fund;
(m)
The
Corporation shall have the power to conduct business, have one or more offices
and hold, purchase, mortgage and convey real and personal property in the State
of Nevada and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia and in any foreign
country;
(n)
The
Corporation shall have the power to do all and everything necessary and proper
for the accomplishment of the objects enumerated in its articles of
incorporation, or any amendments thereof, or necessary or incidental to the
protection and benefit of the Corporation and, in general, to carry on any
lawful business necessary or incidental to the attainment of the purposes of
the
Corporation, whether or not such business is similar in nature to the purposes
set forth in the articles of incorporation of the Corporation, or any amendment
thereof;
(o)
The
Corporation shall have the power to make donations for the public welfare or
for
charitable, scientific or educational purposes;
(p)
The
Corporation shall have the power to enter partnerships, general or limited,
or
joint ventures, in connection with any lawful activities.
Fourth:
Capital
Stock
1.
Classes
and Number of Shares.
The
total number of shares of all classes of stock, which the corporation shall
have
authority to issue is
Seventy-Five-Million
(
75,000,000
),
consisting of
Seventy-Five-Million
(
75,000,000
)
shares
of Common Stock with
a
par value of $0.0001 per share
(The
“Common Stock”).
2.
Powers
and Rights of Common Stock
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(a)
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Preemptive
Right:
No
shareholders of the Corporation holding common stock shall have any
preemptive or other right to subscribe for any additional un-issued
or
treasury shares of stock or for other securities of any class, or
for
rights, warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock purchase
warrants or privileges unless so authorized by the
Corporation;
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(b)
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Voting
Rights and Powers:
With respect to all matters upon which stockholders are entitled
to vote
or to which stockholders are entitled to give consent, the holders
of the
outstanding shares of the Common Stock shall be entitled to cast
thereon
one (1) vote in person or by proxy for each share of the Common Stock
standing in his/her name;
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(c)
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Dividends
and Distributions
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(i)
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Cash
Dividends:
Holders of Common Stock shall be entitled to receive such cash dividends
as may be declared thereon by the Board of Directors from time to
time out
of assets of funds of the Corporation legally available
therefor;
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(ii)
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Other
Dividends and Distributions:
The Board of Directors may issue shares of the Common Stock in the
form of
a distribution or distributions pursuant to a stock dividend or split-up
of the shares of the Common
Stock;
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(iii)
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Other
Rights:
Except as otherwise required by the Nevada Revised Statutes and as
may
otherwise be provided in these Articles of Incorporation, each share
of
the Common Stock shall have identical powers, preferences and rights,
including rights in liquidation;
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3.
Issuance
of the Common Stock:
The
Board of Directors of the Corporation may from time to time authorize by
resolution the issuance of any or all shares of the Common Stock herein
authorized in accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts, to such persons,
corporations, or entities, for such consideration all as the Board of Directors
in its discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of Directors,
from
time to time, also may authorize, by resolution, options, warrants and other
rights convertible into Common stock ( “securities.”) The securities must be
issued for such consideration, including cash, property, or services, as the
Board or Directors may deem appropriate, subject to the requirement that the
value of such consideration be no less than the par value of the shares issued.
Any shares issued for which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of such shares shall not
be
liable for any further call or assessment or any other payment thereon, provided
that the actual value of such consideration is not less that the par value
of
the shares so issued. The Board of Directors may issue shares of the Common
Stock in the form of a distribution or distributions pursuant to a stock divided
or split-up of the shares of the Common Stock only to the then holders of the
outstanding shares of the Common Stock.
4.
Cumulative
Voting:
Except
as otherwise required by applicable law, there shall be no cumulative voting
on
any matter brought to a vote of stockholders of the Corporation.
Fifth:
Adoption
of Bylaws.
In
the
furtherance and not in limitation of the powers conferred by statute and subject
to Article Sixth hereof, the Board of Directors is expressly authorized to
adopt, repeal, rescind, alter or amend in any respect the Bylaws of the
Corporation (the “Bylaws”).
Sixth:
Shareholder
Amendment of Bylaws.
Notwithstanding
Article Fifth hereof, the bylaws may also be adopted, repealed, rescinded,
altered or amended in any respect by the stockholders of the Corporation, but
only by the affirmative vote of the holders of not less than
Fifty
-
Percent
(50%)
of the
voting power of all outstanding shares of voting stock, regardless of class
and
voting together as a single voting class.
Seventh:
Board
of
Directors
The
business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 or Article Fourth hereof in connection with rights to
elect additional directors under specified circumstances, the exact number
of
directors of the Corporation shall be determined from time to time by a bylaw
or
amendment thereto, providing that the number of directors shall not be reduced
to less than one (1). The director holding office at the time of
the
filing
of
these Articles of Incorporation shall continue as director until the next annual
meeting and/or until their successors are duly chosen.
Eighth:
Term
of
Board of Directors.
Except
as
otherwise required by applicable law, each director shall serve for a term
of
one year ending on the date of subsequent Annual Meeting of Stockholders of
the
Corporation (the “Annual Meeting”) following the Annual Meeting at which such
director was elected. All directors shall have equal standing.
Not
withstanding the foregoing provisions of this Article Eighth each director
shall
serve until their successor is elected and qualified or until their death,
resignation or removal; no decrease in the authorized number of directors shall
shorten the term of any incumbent director; and additional directors, elected
pursuant to Section 4 or Article Fourth hereof in connection with rights to
elect such additional directors under specified circumstances, shall not be
included in any class, but shall serve for such term or terms and pursuant
to
such other provisions as are specified in the resolution of the Board or
Directors establishing such class or series.
Ninth:
Vacancies
on Board of Directors
Except
as
may otherwise be provided pursuant to Section 4 of Article Fourth hereof in
connection with rights to elect additional directors under specified
circumstances, newly created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors resulting from
death, resignation, removal, or other causes, shall be filled solely by the
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of
directors in which the new directorship was created or the vacancy occurred
and
until such director’s successor shall have been elected and qualified or until
such director’s death, resignation or removal, whichever first
occurs.
Tenth:
Removal
of Directors
Except
as
may otherwise be provided pursuant to Section 4 or Article Fourth hereof in
connection with rights to elect additional directors under specified
circumstances, any director may be removed from office only for cause and only
by the affirmative vote of the holders of not less than
Fifty-Percent
(50%)
of
the
voting power of all outstanding shares of voting stock entitled to vote in
connection with the election of such director, provided, however, that where
such removal is approved by a majority of the Directors, the affirmative vote
of
a majority of the voting power of all outstanding shares of voting stock
entitled to vote in connection with the election of such director shall be
required for approval of such removal. Failure of an incumbent director to
be
nominated to serve an additional term of office shall not be deemed a removal
from office requiring any stockholder vote.
Eleventh:
Stockholder
Action
Any
action required or permitted to be taken by the stockholders of the Corporation
must be effective at a duly called Annual Meeting or at a special meeting of
stockholders of the Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors, in which case
such action may be authorized or taken by
the
written consent of the holders of outstanding shares of Voting Stock having
not
less than the minimum voting power that would be necessary to authorize or
take
such action at a meeting of stockholders at which all shares entitled to vote
thereon were present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth:
Special
Stockholder Meeting
Special
meetings of the stockholders of the Corporation for any purpose or purposes
may
be called at any time by a majority of the Board of Directors or by the Chairman
of the Board or the President. Special meeting may not be called by any other
person or persons. Each special meeting shall be held at such date and time
as
is requested by the person or persons calling the meeting, within the limits
fixed by law.
Thirteenth:
Location
of Stockholder Meetings.
Meetings
of stockholders of the Corporation may be held within or without the State
of
Nevada, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision of the Nevada Revised Statutes) outside the State
of
Nevada at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws.
Fourteenth:
Private
Property of Stockholders.
The
private property of the stockholders shall not be subject to the payment of
corporate debts to any extent whatever and the stockholders shall not be
personally liable for the payment of the corporation’s debts.
Fifteenth:
Stockholder
Appraisal Rights in Business Combinations.
To
the
maximum extent permissible under the Nevada Revised Statutes of the State of
Nevada, the stockholders of the Corporation shall be entitled to the statutory
appraisal rights provided therein, with respect to any business Combination
involving the Corporation and any stockholder (or any affiliate or associate
of
any stockholder), which required the affirmative vote of the Corporation’s
stockholders.
Sixteenth:
Other
Amendments.
The
Corporation reserves the right to adopt, repeal, rescind, alter or amend in
any
respect any provision contained in these Articles of Incorporation in the manner
now or hereafter prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation.
Seventeenth:
Term
of
Existence.
The
Corporation is to have perpetual existence.
Eighteenth:
Liability
of Directors.
No
director of this Corporation shall have personal liability to the Corporation
or
any of its stockholders for monetary damages for breach of fiduciary duty as
a
director or officers involving any act or omission of any such director or
officer. The foregoing provision shall not eliminate or limit the liability
of a
director (i) for any breach of the director’s duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or, which
involve intentional misconduct or a knowing violation of law, (iii) under
applicable Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes or,
(v)
for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article by the stockholders of
the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
Nineteenth:
Name
and
Address of first Directors and Incorporators.
The
names
and addresses of the incorporators of the Corporation and the first Directors
of
the Board of Directors of the Corporation which shall be one (1) in number
is as
follows:
DIRECTOR
#1
Doug
Ansell
3155
East Patrick Lane · Suite 1
Las
Vegas, NV 89120-3481
I,
Doug
Ansell
,
being
the first director and Incorporator herein before named, for the purpose of
forming a corporation pursuant to the Nevada Revised Statutes of the State
of
Nevada, do make these Articles, hereby declaring and certifying that this is
my
act and deed and the facts herein stated are true and accordingly have hereunto
set my hand this
17
th
day of
March
2005
.
/s/
Doug Ansell, Director and Incorporator
STATE
OF NEVADA
SECRETARY
OF STATE
CERTIFICATE
OF ACCEPTANCE OF APPOINTMENT
BY
RESIDENT AGENT
IN
THE
MATTER OF
Striker
Energy Corp.
,
a
Nevada corporation,
Incorp
Services, Inc.
,
with
the address at
3155
East Patrick Lane · Suite 1, Las Vegas, NV 89120-3481
,
County
of
Clark
,
State
of
Nevada
,
hereby
accepts the appointment as Resident Agent of the above-entitled corporation
in
accordance with NRS 78.090.
IN
WITNESS WHEREOF, I have hereunto set my hand this
17
th
day
of
March
2005
.
/s/
Doug
Ansell
______________________________
Incorp
Services, Inc.
