UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2007
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ______________
Commission File Number 000-52390
SAMOYED ENERGY CORP
(Exact name of registrant as specified in its charter)
|
Nevada |
98-0511932 |
|
|
State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) |
2440, 10303 Jasper Avenue
Edmonton, Alberta T5J 3N6
(Address of principal executive offices)
(780) 428-6022
(Issuer’s telephone number)
Suite 2 -136 Stonecreek Rd.,
Canmore, Alberta T1W 3A5
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s class of common equity, as of the latest practicable date:
47,450,005 common shares outstanding as of February 5, 2008
Transitional Small Business Disclosure Format: Yes No X
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended December 31, 2007, are not necessarily indicative of the results that may be expected for the year ending September 30, 2008. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended September 30, 2007.
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Page |
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Financial Statements: |
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|
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Balance Sheets |
F-1 |
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Statements of Operations |
F-2 |
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Statements of Cash Flows |
F-3 |
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Notes to Financial Statements |
F-4 to F-5 |
2
SAMOYED ENERGY CORP.
Interim Balance Sheets
Unaudited
The accompanying notes are an integral part of these unaudited financial statements.
F-1
SAMOYED ENERGY CORP.
(A Development Stage Company)
Interim Statements of Operations
Unaudited
The accompanying notes are an integral part of these financial statements.
F-2
SAMOYED ENERGY CORP.
(A Development Stage Company)
Interim Statements of Cash Flows
Unaudited
|
Three Months Ended December 31, |
From Inception (August 31, 2005) to December 31, 2007 |
|||||
|
2007 |
2006 |
|||||
|
CASH FLOW FROM (USED IN) OPERATING ACTIVITIES |
||||||
|
Net income (loss) for the period |
$ |
(4,543) |
$ |
(1,571) |
$ |
(276,012) |
|
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities |
||||||
|
Deferred offering costs and deposits |
- |
- |
(16,562) |
|||
|
GST receivable |
- |
- |
(5,516) |
|||
|
Accounts receivable |
(1,712) |
- |
(3,562) |
|||
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Prepaid expenses and deposits |
- |
- |
16,562 |
|||
|
Accounts payable and accrued liabilities |
(108,672) |
(2,000) |
4,229 |
|||
|
Impairment of oil and gas property |
- |
- |
149,999 |
|||
|
Net cash provided by (used in) operating activities |
(114,927) |
(3,571) |
(130,862) |
|||
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Cash flow from (used in) financing activities |
||||||
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Issuance of common stock |
- |
- |
335,000 |
|||
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Issuance costs |
- |
- |
(38,036) |
|||
|
Net cash provided by financing activities |
- |
- |
296,964 |
|||
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Cash flow from (used in) investing activities |
||||||
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Acquisition of oil and gas properties |
- |
- |
(166,562) |
|||
|
Net cash used in investing activities |
- |
- |
(166,562) |
|||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(114,927) |
(3,571) |
(460) |
|||
|
Cash and cash equivalents at beginning of period |
114,467 |
10,776 |
0 |
|||
|
CASH & CASH EQUIVALENTS AT END OF PERIOD |
$ |
(460) |
$ |
7,205 |
$ |
(460) |
|
Supplemental disclosures of cash flow information Cash paid during period for |
||||||
|
Interest |
0 |
0 |
0 |
|||
|
Income taxes |
0 |
0 |
0 |
|||
The accompanying notes are an integral part of these financial statement
F-3
SAMOYED ENERGY CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Three Months Ended December 31, 2007
Note 1- Basis of presentation
The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the financial statements for the year ended September 30, 2007, of Samoyed Energy Corp. (the "Company").
The interim financial statements present the balance sheet, statements of operations, and cash flows of Samoyed Energy Corp. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of December 31, 2007, and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
Note 2- Common Stock
On December 10, 2007, the Board of Directors of the Company approved a forward split of the issued and authorized capital of the Company at the ratio of 1 existing share resulting in 7.3 common shares as at December 12, 2007, the Record date.
The authorized capital of the Company was correspondingly increased on December 17, 2007 from 75,000,000 to 547,500,000 common shares at a par value of $0.001. The number of issued and outstanding shares of common stock of the Company issued after the change was 47,450,005 shares of common stock. Each fractional common share was rounded up to the next whole number.
Note 3- Related Party Transactions
During the quarter ended December 31, 2007 Christopher Yee charged and was paid a consulting and accounting fee totalling $2,400.
Note 4- Other Events
On October 15, 2007, Mr. Wally Yee and Mr. David Burroughs, each a Director of Samoyed Energy Corp. (the “Company”), informed the Board of Directors of the Company that each was resigning from the Board of Directors effective October 15, 2007 and tendered their resignations. Neither Mr. Yee nor Mr. Burroughs resigned as the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On October 31, 2007, Stone Canyon Resources Inc. purchased a total of 3,116,438 shares of common stock of Samoyed Energy Corp. (the "Company") from Christopher Yee (Director), W. Scott Lawler, Daniel Koyich (Director), David A. Burroughs, Scott Koyich, Wally Yee, Derrek Moore, Robert Moore and Pam Johnston, shareholders of the Company, for an aggregate of $295,282.46 in cash. The total of 3,116,438 shares represented 47.9% of the shares of outstanding common stock of the Company at the time of transfer. The acquisition of these shares by Stone Canyon Resources Inc. effected a change of control of the Company.
F-4
SAMOYED ENERGY CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Three Months Ended December 31, 2007
Note 4- Other Events (Cont’d)
On December 3, 2007, Mr. Christopher Yee and Mr. Daniel Koyich resigned from the Company’s Board of Directors. Mr. Donald Getty and Ms. Lisa Jacobson were appointed as directors.
On December 3, 2007, Mr, Christopher Yee resigned as the President of the Company and Mr. Danial Koyich resigned as the Secretary-Treasurer of the Company. Mr. Donald Getty was appointed as the President and Ms. Lisa Jacobson was appointed as the Secretary-Treasurer.
On February 4, 2008 the Company announced the signing of a letter of intent for a business combination with Advanced Voice Recognition Systems, Inc. (“AVRS”) and other transactions that, upon completion, would result in the current shareholders of AVRS becoming owners of an aggregate of 140,000,000 shares of SMYD common stock, or approximately 86% of the then outstanding common stock of SMYD. In addition to the stock exchange between SMYD and the AVRS shareholders, the letter of intent also contemplates the transfer of all of SMYD’s current oil and gas assets and liabilities to SMYD’s largest shareholder in exchange for that shareholder’s transfer to SMYD of 22,749,998 shares of SMYD common stock currently owned by it. Shareholders of SMYD will also return to the treasury 4,000,000 shares of SMYD common stock owned by them.
Note 5 – Recent accounting pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB Statements No.141 (revised 2007), “ Business Combinations ” (“FAS 141(R)”) and No. 160, “ Noncontrolling Interests in Consolidated Financial Statements ” (“FAS 160”). These standards aim to improve, simplify, and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The provisions of FAS 141 (R) and FAS 160 are effective for the fiscal year beginning June 1, 2009. We are currently evaluating the provisions of FAS 141(R) and FAS 160.
In February 2007, the FASB issued Statement No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment to FASB Statement No. 115”. This statement permits companies to choose to measure many financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement of accounting for financial instruments. This statement applies to all entities, including not for profit. The fair value option established by this statement permits all entities to measure eligible items at fair value at specified election dates. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.The Company is currently assessing the impact adoption of SFAS No. 159 will have on its financial statements.
F-5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report contains forward-looking statements as that term is defined in section 27A of the United States Securities Act of 1933 and section 21E of the United States Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Unless otherwise stated, all dollar amounts in this annual report, including our financial statements, are stated in United States dollars. Our financial statements are prepared in accordance with United States generally accepted accounting principles.
a)
Plan of Operation
Samoyed is a development stage company with limited operations, limited revenue, no financial backing and few assets. Our plan of operations was to establish ourselves as an oil and gas company with both production and exploration properties.
The Company made two oil and gas acquisitions during fiscal 2006 and 2007. We acquired an oil and gas exploration property which was expected to be drilled during March 2008. Subsequent to the period covered by this report, in early January the Company received notification from the operator that they did not intend to commence drilling and would not likely drill the property in the near future. As well, the revenues from the oil and gas production property acquired by the Company during fiscal 2007 have been considerably less than anticipated and there has been no indication of any intent to drill any additional prospects on the property. During the quarter covered by this report management and the Board of Directors of the Company determined to re-organize and review with a view to further opportunities in the oil and gas business and elsewhere. On October 13, 2007 two of the directors of the Company determined to resign to give management the chance to seek other directors that might be able to assist with the growth of the Company. The Company had little capital and did not have sufficient funds available to continue operations without raising additional capital. The Company had expected to rely on shareholder loans and the possible raising of additional working capital by way of equity funding. The management of the Company spoke to several funding sources during the period covered by this report and they were unable to get any interest in putting additional capital into the Company.
The vendor of the property, Stone Canyon Resources Inc. made an offer to certain of the shareholders to acquire their shares and on October 31, 2007 they acquired a total of 3,116,438 shares which represented 47.9% of the shares of outstanding common stock of the Company at the time of transfer. The acquisition of these shares by Stone Canyon Resources Inc. effected a change in voting control of the Company but not a change in management. Stone Canyon Resources Inc. had meetings with management to see if they could raise additional funds collectively for further acquisitions and operations. However, the efforts to get interest in funding was unsuccessful.
On December 3, 2007, Daniel Koyich and Christopher Yee resigned as directors and officers of the Company and Lisa Jacobson and Donald Getty were appointed as directors.
3
On December 10, 2007, with a view to increasing the opportunity to raise additional funds, the Board of Directors of the Company approved a forward split of the issued and authorized capital of the Company at the ratio of 1 existing share resulting in 7.3 common shares as at December 12, 2007, the Record date.
The authorized capital of the Company was correspondingly increased on December 17, 2007 from 75,000,000 to 547,500,000 common shares at a par value of $0.001. The number of issued and outstanding shares of common stock of the Company issued after the change was 47,450,005 shares of common stock. Each fractional common share was rounded up to the next whole number.
Attempts to raise further funding for the oil and gas operations were still unsuccessful. Mr. Getty and Ms. Jacobson reviewed the opportunities and options for growth and made a determination it would be in the best interests of the Company to seek other business opportunities which might be more easily financed.
On January 22, 2008, the Company executed a Termination Agreement regarding the Farm-out agreement between 313866 Alberta Ltd. and the Company in the Chain 11 - 18 – 33 – 16W4W4. The Company received a total of $5,000 as consideration for the sale of the property.
On February 4, 2008 the Company announced the signing of a letter of intent for a business combination with Advanced Voice Recognition Systems, Inc. (“AVRS”) and other transactions that, upon completion, would result in the current shareholders of AVRS becoming owners of an aggregate of 140,000,000 shares of SMYD common stock, or approximately 86% of the then outstanding common stock of SMYD. In addition to the stock exchange between SMYD and the AVRS shareholders, the letter of intent also contemplates the transfer of all of SMYD’s current oil and gas assets and liabilities to SMYD’s largest shareholder in exchange for that shareholder’s transfer to SMYD of 22,749,998 shares of SMYD common stock currently owned by it. Shareholders of SMYD will also return to the treasury 4,000,000 shares of SMYD common stock owned by them.
Stone Canyon Resources Inc. has agreed in principal to the return of the shares in exchange for the return of the oil and gas properties.
In order to complete the acquisition as detailed above, the Company will be required to raise sufficient funds to fund operations of both the Company and AVRS.
There can be no assurance that the Company will be successful in raising sufficient capital to continue operations or to finalize the business combination contemplated by the letter of intent, so we will look to raise funds for this acquisition by way of loans or equity.
Should we be unable to complete the proposed business combination we will continue to maintain the interest in our existing oil and gas property, and will continue seeking other acquisition opportunities.
(c) Off-balance sheet arrangements
Not Applicable
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
4
We carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 as of the end of the period covered by this report. Based upon the foregoing, our President and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting identified in connection with the evaluation referred to in the immediately preceding paragraph that occurred during our last fiscal quarter that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 2.
CHANGES IN SECURITIES
On November 14, 2006 our Registration Statement on Form SB-2 under Commission file number 333-129331 was declared effective, enabling us to offer up to 3,000,000 shares of common stock of our company at a price of $0.10 per share. On March 7, 2007 we accepted subscriptions for the entire offering from 40 investors, raising a total of $300,000. No commissions were paid on any of the above issuance.
Following is the use of proceeds for actual expenses incurred for our account from November 14, 2006 to December 31, 2007, in connection with the issuance and distribution of the securities:
|
Expense |
Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer |
Amount of direct or indirect payments to others |
|
Transfer agent |
$0 |
$0 |
|
Office and administration, including accounting |
$38,306 |
$0 |
Net proceeds of the offering after payment of the above costs were $261,964.
Following is a table detailing the use of net offering proceeds from the offering of the securities.
|
Expenses |
Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer |
Amount of direct or indirect payments to others |
|
Accounting fees and legal |
$51,223 |
$17,124 |
|
Oil and Gas Acquisition |
$150,000 |
$0 |
|
Office and administration |
$23,000 |
$1,498 |
|
Consulting |
$0 |
$19,119 |
All of the proceeds from the offering of the securities have been expended as of December 31, 2007.
5
ITEM 5.
OTHER INFORMATION
On December 3, 2007, Christopher Yee resigned as the President of the Company and Daniel Koyich resigned as the Secretary-Treasury. Donald Getty was appointed President and and Lisa Jacobson was appointed Secretary-Treasurer of the Company.
Farm-out Termination Agreement
On January 22, 2008, the Company executed a Termination Agreement regarding the Farm-out agreement between 313866 Alberta Ltd. and the Company in the Chain 11 - 18 – 33 – 16W4W4. The Termination Agreement is appended as an Exhibit to this filing.
ITEM 6.
EXHIBITS
Exhibit Index
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EXHIBIT |
REFERENCE |
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3.1 |
Articles of Incorporation |
Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on October 31, 2005 |
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3.2 |
Certificate of Change |
Incorporated by reference to the Exhibit filed with the Form 8-K filed with the SEC on December 18, 2007 |
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3.3 |
Bylaws |
Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on October 31, 2005 |
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|
10.1 |
Farmout Agreement dated February 9, 2006 between 313866 Alberta Ltd. and Samoyed Energy Corp. |
Incorporated by reference to the Exhibits filed with Form SB-2, Amendment No. 1 filed with the SEC on October 16, 2006 |
|
|
10.2 |
Exhibit A to Farmout Agreement dated February 9, 2006 - Canadian Association Of Petroleum Landmen, (CAPL) (1990 version) operating procedure |
Incorporated by reference to the Exhibits filed with Form SB-2, Amendment No. 1 filed with the SEC on October 16, 2006 |
|
|
10.3 |
Exhibit B to Farmout Agreement dated February 9, 2006 - Petroleum Accountants Society Of Canada (PASC) (1996 version) accounting procedure |
Incorporated by reference to the Exhibits filed with Form SB-2, Amendment No. 1 filed with the SEC on October 16, 2006 |
6
|
10.4 |
Purchase and Sale Agreement dated April 30, 2007, between Samoyed Energy Corp. and Stone Canyon Resources Inc. |
Incorporated by reference to the Exhibit filed with Form 8-K filed with the SEC on May 2, 2007 |
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|
10.5 |
Termination Agreement dated January 22, 2008, between 313866 Alberta Ltd. and Samoyed Energy Corp. |
Filed herewith |
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10.6 |
Letter of Intent dated January 28, 2008, between Advanced Voice Recognition Systems, Inc. and Samoyed Energy Corp.
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Incorporated by reference to the Exhibit filed with Form 8-K filed with the SEC on February 4, 2008 |
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31.1 |
Section 302 Certification - Principal Executive Officer |
Filed herewith |
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31.2 |
Section 302 Certification - Principal Financial Officer |
Filed herewith |
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32.1 |
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Filed herewith |
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32.2 |
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Filed herewith |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SAMOYED ENERGY CORP.
Date: February 14, 2008
By: /s/ Donald R. Getty
Name: Donald R. Getty
Title: President and Director (Principal Executive Officer)
Date: February 14, 2008
By: /s/ Lisa Jacobson
Name: Lisa Jacobson
Title: Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
Date: February 14, 2008
7
313866 ALBERTA LTD*
507 Patterson View SW
Calgary, Alberta, Canada, T2P 2L6
Ph 403 - 265 - 7170, Fax 403 - 246 - 6741
email: larrydarling@shaw.ca
January 22, 2008
Christopher Yee CA
President
Samoyed Energy Corp.
#2, 136 Stonecreek Road
Canmore, AB, T1W 3A5
Phone 617-8786
Fax 609-8209
RE: Farm-out – DAR Chain 11 - 18 – 33 – 16W4W4.
As per our conversation, Samoyed wishes to terminate its obligation in the above Farm-out and it is agreed to by both parties that 313866 Alberta Ltd. agrees to return $5,000 as consideration for the termination of the above Farm-out.
Yours truly,
313866 Alberta Ltd.
per: /s/ Larry C.M. Darling
Larry C. M. Darling, President
Agreed and accepted to this 22nd day of January, 2008.
Samoyed Energy Corp.
By: /s/ Christopher Yee
Christopher Yee
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I, Donald R. Getty, certify that:
(1) I have reviewed this quarterly report of Samoyed Energy Corp. (the “Registrant”).
(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
(4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e) internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
(5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: February 14, 2008
By:
/s/ Donald R. Getty
Name: Donald R. Getty
Title: Chief Executive Officer (Principal Executive Officer)
RULE 13A-14(A)/15D-14(A) CERTIFICATION
I, Lisa Jacobson, certify that:
(1) I have reviewed this quarterly report of Samoyed Energy Corp. (the “Registrant”).
(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
(4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e) internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
(5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: February 14, 2008
By:
/s/ Lisa Jacobson
Name: Lisa Jacobson
Title: Chief Financial Officer (Principal Accounting Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Samoyed Energy Corp. (the “Company”) on Form 10-QSB for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald R. Getty, President and Principal Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 14, 2008
By: /s/ Donald R. Getty
Name: Donald R. Getty
Title: President (Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Samoyed Energy Corp. (the “Company”) on Form 10-QSB for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lisa Jacobson, CFO and Principal Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 14, 2008
By: /s/ Lisa Jacobson
Name: Lisa Jacobson
Title: Chief Financial Officer (Principal Accounting Officer)