20-F 1 unbridledtransition20f.htm UNBRIDLED FORM 20-F Unbridled Energy 20-F Transition Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 20-F


[     ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[     ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from April 30, 2007 to December 31, 2007

OR

[     ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ………………………………


Unbridled Energy Corporation

(Exact name of Registrant as specified in its charter)


British Columbia

(Jurisdiction of incorporation or organization)


Suite 400, 2424 4th Street S.W., Calgary, Alberta, Canada T2S 2T4

(Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

None


Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None


Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report.                                           44,533,968


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ___     No   xxx

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [  ] No [X]


Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

                                                  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes _X_  No ___  


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


Large accelerated filer   Accelerated filer   Non-accelerated filer  xxx


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP [  ]

International Financial Reporting Standards as issued

Other [ X]

by the International Accounting Standards Board [  ]


Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 _X_  Item 18 ___


If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ___    No  ____ N/A _X_


Page 2 of 121

Index to Exhibits on Page 78






































2




Unbridled Energy Corporation    

Form 20-F Transition Report

Table of Contents


 

PART I

Page

   

Item 1.

Identity of Directors, Senior Management and Advisors

4

Item 2.

Offer Statistics and Expected Timetable

5

Item 3.

Key Information

5

Item 4.

Information on the Company

13

Item 5.

Operating and Financial Review and Prospects

28

Item 6.

Directors, Senior Management and Employees

37

Item 7.

Major Shareholders and Related Party Transactions

46

Item 8.

Financial Information

48

Item 9.

The Offer and Listing

48

Item 10.

Additional Information

54

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

74

Item 12.

Description of Other Securities Other Than Equity Securities

74

   
 

PART II

 
   
   

Item 13.

Defaults, Dividend Arrearages and Delinquencies

75

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

75

Item 15.

Controls and Procedures

75

Item 16.

Reserved

76

Item 16A.

Audit Committee Financial Expert

76

Item 16B.

Code of Ethics

76

Item 16C.

Principal Accountant Fees and Services

76

Item 16D.

Exemptions from Listing Standards for Audit Committees

77

Item 16E.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

77

   
 

PART III

 
   

Item 17.

Financial Statements

77

Item 18.

Financial Statements

77

Item 19.

Exhibits

78





















3






Forward Looking Statements


Certain statements in this annual report constitute “forward-looking statements” principally in Item #4, “Information on the Company” and Item #5, “Operating and Financial Review and Prospects". Some, but not all, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an action or event “may,” “might,” “could,” “should,” or “will” be taken or occur, or other similar expressions.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with project development; the need for additional financing; operational risks associated with oil and natural gas exploration and production; fluctuations in commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officer, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrant’s common share price and volume; and tax consequences to U.S. Shareholders.  




Part I


Item 1.  Identity of Directors, Senior Management and Advisors


Table No. 1

Company Directors and Officers


                            

Name

Position

Business Address

Joseph H. Frantz, Jr.

President, CEO and Director

Suite 301, 2100 Georgetowne Drive

Sewickley, PA 15143

   

J. Michael Scureman

Chief Financial Officer

Suite 301, 2100 Georgetowne Drive

Sewickley, PA 15143

   

Michael J. O’Byrne

Vice-President, Land

320 Pump Hill Crescent SW

Calgary, AB T2V 4M1

   

Robert P. Pryde

Vice-President, Exploration

38 Discovery Ridge Manor SW

Calgary, AB T3H 5L9

   

Carmen  Etchart

Corporate Secretary

15567 Marine Drive

White Rock, B.C. V4B 1C9

   

Craig Steinke

Director and Chairman

15567 Marine Drive

White Rock, B.C. V4B 1C9





4



Daniel J. O’Byrne

Director

800, 112-4th Avenue SW

Calgary, AB T2P 0H3

   

Richard Day

Director

1100 M&T Center

3 Fountain Plaza,

Buffalo, NY 14203

   

Robert Penner

Director

7014 Strathridge Gate SW

Calgary, AB T3H 3R8


The Company’s auditor is BDO Dunwoody LLP, Chartered Accountants (“BDO”), 750 West Pender Street, Suite 604, Vancouver, British Columbia, Canada, V6C 2T7. BDO is a member of the Public Company Oversight Board of the United States (“PCAOB”). Effective January 1, 2008, BDO merged with Amisano Hanson, Chartered Accountants, the Company’s auditors since August 15, 2005. The prior auditor was Minni Clark & Company, Certified General Accountants, 1104 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8. There were no disputes between the prior auditor and the Company.


Item 2.  Offer Statistics and Expected Timetable


Not Applicable

 

Item 3.  Key Information


As used within this Annual Report, the terms “Unbridled”, “Unbridled Energy”, “the Company”, “Issuer” and “Registrant” refer collectively to Unbridled Energy Corporation, its predecessors, subsidiaries and affiliates.


SELECTED FINANCIAL DATA


The Company changed its fiscal year-end from April 30 to December 31, effective May 1, 2007. The selected financial data of the Company for the 8 Month Period ended December 31, 2007 was derived from the consolidated financial statements of the Company which have been audited by BDO Dunwoody LLP, Charted Accountants. The data for the Years Ended April 30, 2007, 2006 and 2005 was derived from the consolidated financial statements of the Company which have been audited by Amisano Hanson, Chartered Accountants.


The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.


The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.


Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 19 to the financial statements.







5



Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)


 

Eight Month

   

Period from

 

Period

Year

Year

Year

Date of

 

Ended

Ended

Ended

Ended

Incorporation to

 

12/31/07

4/30/07

4/30/06

4/30/05

4/30/04

      

Oil and Gas Revenue

$193

$181

$0

$0

$0

Net Income (Loss)

($5,365)

($5,975)

($717)

($62)

($46)

Net Income (Loss) Per Share

($0.12)

($0.22)

($0.08)

($0.01)

($0.01)

Dividends Per Share

$0

$0

$0

$0

$0

Weighted Average Shares (000)

43,469

27,423

9,224

5,766

3,847

Working Capital

($1,435)

$2,523

$1,688

$497

$110

Mineral Properties

$0

$0

$0

$147

$119

Oil and Gas Properties

$17,627

$14,642

$5,748

$0

$0

Long-Term Debt

$3,055

$0

$0

$0

$0

Shareholder’s Equity

$13,840

$17,026

$7,410

$644

$204

Total Assets

$20,448

$18,455

$8,573

$665

$239

      

US GAAP Net Loss

($5,365)

($5,975)

($569)

($67)

($147)

US GAAP Loss Per Share

($0.12)

($0.22)

($0.06)

($0.01)

($0.04)

US GAAP Wtg. Avg. Shares

43,469

27,423

9,224

5,766

3,847

US GAAP Equity

$13,610

$16,824

$7,410

$539

$204

US GAAP Total Assets

$20,448

$18,455

$8,573

$560

$121

US GAAP Mineral Properties

$0

$0

$0

$0

$0

US GAAP Oil and Gas Properties

$17,627

$14,642

$5,748

$0

$0


In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).


Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent periods ended April 30th, the average rates for the period, and the range of high and low rates for the period. Table No. 3 also sets forth the rate of exchange for the Canadian Dollar at the end of the six most recent months, and the range of high and low rates for these periods.


For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of U.S. dollars required under that formula to buy one Canadian Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.


Table No. 3

Canadian Dollar/U.S. Dollar


 

 Average

    High

     Low

    

Eight Months Ended 12/31/07

$1.02

$1.16

$0.95

Fiscal Year Ended 4/30/07

$1.14

$1.18

$1.10

Fiscal Year Ended 4/30/06

$1.18

$1.27

$1.12

Fiscal Year Ended 4/30/05

$1.24

$1.33

$1.18

Fiscal Year Ended 4/30/04

$1.34

$1.41

$1.29

Fiscal Year Ended 4/30/03

$1.53

$1.60

$1.43







6


Three Month Ended 3/31/08

 

$1.03

$0.97

Two Months Ended   12/31/07

 

$1.02

$0.92

Three Months Ended 10/31/07

 

$1.08

$0.95

Three Months Ended   7/30/07

 

$1.11

$1.04

Three Months Ended   4/30/07

 

$1.19

$1.11

Three Months Ended   1/31/07

 

$1.19

$1.13

Three Months Ended 10/31/06

 

$1.14

$1.11

Three Months Ended  7/31/06

 

$1.14

$1.10

Three Months Ended  4/30/06

 

$1.17

$1.12

Three Months Ended  1/31/06

 

$1.20

$1.14

Three Months Ended 10/31/05

 

$1.22

$1.16

Three Months Ended 7/31/05

 

$1.27

$1.20

    

Three Months Ended 10/31/04

 

$1.33

$1.22

Three Months Ended 7/31/04

 

$1.40

$1.31

Three Months Ended 4/30/04

 

$1.37

$1.31

Three Months Ended 1/31/04

 

$1.33

$1.27

    

May 2008

 

$1.02

$0.98

April 2008

 

$1.03

$1.00

March 2008

 

$1.03

$0.98

February 2008

 

$1.02

$0.97

January 2008

 

$1.03

$0.99

December 2007

 

$1.02

$0.98


The exchange rate was $0.99 on May 30, 2008.


Statement of Capitalization and Indebtedness


Not Applicable


Risk Factors


An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business, the present stage of exploration of its oil and gas properties, and its ongoing capital requirements. In particular, the following risk factors apply:


Risks Associated with Oil and Gas Production and Exploration


Oil and Gas Exploration Has A High Degree of Risk and the Company’s Exploration Efforts May Be Unsuccessful Which Would Have A Negative Effect on The Company’s Operations:

There is no certainty that the expenditures to be made by the Company in the exploration of its current projects, or any additional project interests the Company may acquire, as described herein, will result in discoveries of recoverable oil and gas in commercial quantities.  An exploration project may not result in the discovery of commercially recoverable reserves and the level of recovery of hydrocarbons from a property may not be a commercially recoverable (or viable) reserve which can be legally and economically exploited. If exploration is unsuccessful and no commercially recoverable reserves are defined, management would be required to evaluate and acquire additional projects which would require additional capital, or the Company would have to cease operations altogether.


7


Hydrocarbon Exploration and Production has Substantial Operating and Drilling Hazards Which Could Result in Failure of the Company’s Projects or Substantial Liabilities Which May Not Be Covered By Insurance:

Oil and natural gas exploration and production operations are subject to all the risks and hazards typically associated with such operations. Hazards include well fires, explosions, blowouts, and oil spills, each of which could result in substantial damage to oil and natural gas wells, producing facilities, other property and the environment or in personal injury. Although the Operator of each property in which the Company has an interest typically maintains liability insurance in an amount which they consider adequate the nature of these risks is such that liabilities could exceed policy limits, in which event the Company as an owner of an interest in these wells could incur significant costs that could have a materially adverse effect upon its financial condition. Oil and natural gas production operations are also subject to all the risks typically associated with such operations, including premature decline of reservoirs and the invasion of water into producing formations. Any unforeseen hazard could result in the failure of the Company’s operations on that project, which would have a negative effect on the Company’s financial condition or cause the Company to cease operations altogether.


The Oil and Gas Industry is Highly Competitive, and If Unbridled is Unsuccessful in Competing With Other Oil and Gas Companies, It Would Negatively Effect the Company’s Ability to Operate:

The Oil and Gas industry is highly competitive, including the acquisition of property interests, equipment, skilled personnel, and product marketing. The Company is required to directly compete with a substantial number of other oil and gas companies. Many of these other companies, both public and private, have significantly greater financial and personnel resources than the Company. Such competitors could outbid the Company for such projects, equipment or personnel, or produce oil and gas at lower costs which would have a negative effect on the Company’s operations and financial condition, including forcing the Company to cease operations altogether.


Commodity Prices May Not Support Corporate Profit:

The petroleum industry in general is intensely competitive and there is no assurance that, even if commercial quantities of oil or gas are discovered and developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any substances discovered.  The price of natural resources are volatile over short periods of time, and is affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved recovery techniques. If the Company is unable to economically produce oil and gas from its projects, it would have a negative effect on the Company’s financial condition, or require the Company to cease operations altogether.










8




Oil and Gas Reserve Information is Estimated and may not be Economic to Produce:

The Company’s oil and gas reserves have been independently evaluated in accordance with applicable securities laws by Schlumberger Data & Consulting Services. These evaluations are based, in part, on a number of assumptions and variable factors such as historical and initial production rates, production decline rates, ultimate recovery of reserves, amount and timing of capital expenditures, marketability of oil and gas production, royalty rates, operating costs, and taxes and government levies. These assumptions were based on forecasts in effect and use at the time of the preparation of the report and may be subject to change or factors outside of the Company’s control. Actual production, cash flows, and recovery rates from these reserve estimates will vary, and such variations could have a material effect on the Company’s operations and financial condition.


The Company Must Successfully Replace its Oil and Natural Gas Reserves:

Unbridled’s future oil and natural gas reserves, production and cash flows  to be derived therefrom are highly dependent on the Company’s success in exploring the current reserve base and acquiring or discovering new reserves. Without the successful addition of new reserves, any existing reserves the Company may have at any particular time and the production therefrom will decline over time as such existing reserves are exploited. A future increase in Unbridled’s reserves will depend not only on the Company’s ability to develop any properties it may have from time to time, but also on its ability to select and acquire suitable prospects or producing properties. If the Company is unsuccessful in discovering and successfully exploiting additional reserves, it will have a negative effect on the Company’s operations and financial condition.


The Company’s Operations are Subject to Substantial Environmental Regulations Which Could Have a Negative Effect on the Company’s Operations and Financial Condition:

The current and anticipated future operations of the Company require permits from various federal, provincial and local governmental authorities and such operations are and will be governed by laws and regulations governing various elements of the petroleum industry.  The Company’s exploration activities are subject to various laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies.  


The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. All permits which the Company may require for future exploration may not be obtainable on reasonable terms or such laws and regulations, or new legislation or modifications to existing legislation, could have an adverse effect on any project that the Company might undertake.  


Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.


Amendments to current laws, regulations and permits governing operations and activities of oil and gas companies, or more stringent implementation thereof, could have a material adverse impact on the Company, which may adversely effect the Company’s financial condition, or require the Company to cease operations altogether.


9




The Company’s Title to Its Properties May Be Disputed By Third Parties Which Could Result in the Company Losing Title to Its Properties:

The Company has only done a preliminary title survey of its exploration properties in accordance with industry standards. These procedures do not guarantee the Company’s title and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. Unregistered agreements or transfers, or native land claims, may affect title.  If title is disputed, the Company will have to defend its ownership through the courts, which would likely be an expensive and protracted process and have a negative effect on the Company’s operations and financial condition. In the event of an adverse judgment, the Company would lose its property rights.


Canada is a Signatory to the Kyoto Protocol Which Could Negatively Change Future Operations by Restricting the Company’s Activities or Increasing Operating Costs:

Canada is a signatory to the United Nation’s Framework Convention on Climate Change and has ratified the Kyoto Protocol to set legally binding targets to reduce nationwide emissions of “greenhouse gases”, including carbon dioxide, methane, and nitrous oxide. Oil and gas exploration and production and other petroleum operations and related activities emit some greenhouse gases, which may subject the Canadian oil and gas industry, including the Company, to legislation or other regulatory initiatives designed to regulate emissions of greenhouse gasses. The federal Government of Canada has proposed a Climate Change Plan for Canada, which suggests further legislation will set greenhouse gases emission reduction requirements for various industrial activities, including oil and gas exploration and production. Future federal legislation as well as Provincial emission reduction requirements, may require the reduction of emissions produced by the Company’s operations and facilities. These new requirements and the additional costs required to comply could have a material effect on the Company’s operations and financial condition.


Risks Associated with the Financing of the Company


The Company has a History of Net Losses and a Working Capital Deficit. The Company Will Require Financing to Complete its Business Plan:


The Company has had a history of net losses since October 6, 2003 (date of incorporation). For the 8-month Transition Period, the Company had a net loss of $5,365,035; In the fiscal year ended April 30, 2007, the Company had a net loss of $5,975,501; in the fiscal year ended April 30, 2006, the Company had a net loss of $717,289; and in the fiscal year ended April 30, 2005, the Company had a net loss of $62,476. The cumulative net loss from date of incorporation to December 31, 2007 was $12,167,182.


The Company intends to carry out exploration and development operations on certain of its properties during the current fiscal year as well as investigate the acquisition of additional exploration properties. The Company has only limited oil and gas production, and  the Company has no history of earnings or positive cash flow from operations.  As of December 31, 2007, the Company had negative working capital of ($1,435,650), although subsequent to the end of the period the Company sold 19,964,350 common share units for gross proceeds of $5,989,305 and 5,435,300 flow-through common shares for gross proceeds of $1,793,649.





10



The Company anticipates requiring additional funding to fulfill its ongoing exploration and development plans as well as if its exploration programs are successful. There is no assurance that the Company will be able to obtain the required financing to meet its current obligations due as well as fund its anticipated work program.  Failure to obtain additional financing on a timely basis could cause the Company to forfeit its interest in its oil and gas properties, dilute its interests in the properties and/or reduce or terminate its operations. Any additional funding may be available at a price that is substantially lower than that paid by other shareholders which could cause excessive dilution to current shareholders. If the Company is unable to obtain additional financing at a price and/or time acceptable to management, it would have a negative effect on the Company’s operations, including forcing to the Company to cease operations altogether


Unbridled’s Auditors Have Expressed a “Going Concern” Opinion:

The Company’s auditor has included a “going concern” opinion in its audit report to Unbridled’s consolidated financial statements for Transition Period ended December 31, 2007 and for the fiscal year ended April 30, 2007. The qualification was included as a result of the Company not yet achieving profitable operations, its accumulated net losses, and expectaions for Unbridled to incur futher losses as it develops its business. The auditor believes that the Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the ncessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. If the Company is unable to meet these requirements, it will not be able to fulfill its business plan and be forced to reduce certain operations or cease operations altogether.


Dilution Through the Exercise of Currently Outstanding Common Stock Options and Warrants Could Adversely Affect Unbridled Stockholders:

Because the success of Unbridled is highly dependent upon its respective employees, the Company has granted to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted. As of May 23, 2008, there were 2,265,000 share purchase options outstanding, which, if exercised, would result in an additional 2,265,000 common shares being issued and outstanding.


The Company has issued common share purchase warrants as a component of common share units in several private placements. It has also granted warrants as finders’ fees and agent commissions for the placement of these units and shares. As of May 23, 2008, Unbridled had 27,625,630 common share purchase warrants outstanding that, if exercised would result in an additional 27,625,630 common shares being issued and outstanding.


If all the currently outstanding options and warrants were exercised, it would result in the issuance of 29,840,630 additional common shares. The exercise of a portion or all of these currently outstanding options and warrants would cause significant dilution to the Company’s common shareholders.









11



Risks Relating to an Investment in the Securities of the Company


The Company has a Dependence on Key Personnel Whose Loss or Unavailability Would Harm the Company:

The Company strongly depends on the business and technical expertise of its management and key personnel, including Joseph H. Frantz Jr., President and CEO, Robert J. Pryde, Vice-President, and J. Michael Scureman, Chief Financial Officer.  There is little possibility that this dependence will decrease in the near term, and the Company maintains no “Key Man” Insurance. As the Company’s operations expand, additional general management resources will be required,. Additional personnel may not be available on terms or conditions acceptable to the Company, which would have a negative effect on the Company’s operations and financial condition.


Certain Officers and Directors May Have Conflicts of Interest:

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other oil and gas exploration and production companies.  While the Company was engaged in the business of exploiting petroleum properties, such associations may have given rise to conflicts of interest from time to time.  These officers and directors with potential conflicts include Daniel O’Byrne, who is executive vice-president and COO of Provident Energy Trust which owns producing oil and gas properties; Robert Penner, who is a director of several public oil and gas and energy companies;  and Craig Steinke, who is President of Reconnaissance Energy Corporation, which is an oil and gas property acquisition and finance company. The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company.  If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter.  These conflicts could have a negative effect on the Company’s current and future operations.


Unbridled is Classified as a “Penny Stock” in the United States Which Could Affect the Marketability of the Common Stock of the Company and Shareholders Could Find It Difficult to Sell Their Stock:

The Company’s stock is subject to “penny stock” rules as defined by regulators in the United States.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  The Company’s common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than U.S. $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 or 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 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 current 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.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.



12



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 the 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 the secondary market for the Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.


As a "Foreign Private Issuer”, Unbridled is Exempt From the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act Which May Result in Shareholders Having Less Complete and Timely Data:

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.


Item 4.  Information on the Company


DESCRIPTION OF BUSINESS


Introduction


The Company’s executive offices are located at:


Canada Office:

Suite 400, 2424 4th Street, S.W.,

Calgary, Alberta, Canada T2S 2T4

Telephone:  (403) 244-7808

Fax: (403) 244-7806


United States Office:

Suite 301–2100 Georgetowne Drive
Sewickley, Pennsylvania USA 15143

Telephone: (724) 934-2340

Fax: (724) 934-2355


The Company maintains a record office in Vancouver located at:


c/o Bull, Housser & Tupper LLP,

3000 Royal Centre,

1055 West Georgia Street,

Vancouver, BC  V6E 3R3


Fax: (604) 641-4949


The Company currently leases two office locations. In Calgary, Alberta, the Company’s leases office space totaling 5,856 square feet, although approximately 1/3 of the space is subleased to an unrelated public company, Berkley Resources. The lease runs from January 1, 2007 until December 31, 2013, with a renewal option for a further 5 years. Monthly payments under the lease are as follows:



13



January 1, 2007 – December 31, 2009

$12,200.00/Month *

January 1, 2010 – December 31, 2013

$13,176.00/Month *

*

Berkley Resources has agreed to sublease 1/3 of the office space for the entire term of the lease and will pay 1/3 of the required lease payments, or $4066.67 per month for the first 3 years, and $4,392.00 for the final 4 years.


In Sewickley, Pennsylvania, the Company leases office space totaling 4,049 square feet. The lease runs from April 1, 2007 until March 31, 2011, with a renewal option for a further 5 years. The monthly payments under the lease are as follows:


October 1, 2007 – March 31, 2008

$6,748.33/Month

April 1, 2008 – March 31, 2011

$6,917.04/Month


The Company's fiscal year ends December 31st. Prior to May 1, 2007, the Company’s fiscal year-end was April 30th.


The Company's common shares trade on the TSX Venture Exchange under the symbol "UNE".


The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares. As of December 31, 2007, the end of the 8-month transition period, there were 44,533,968 common shares issued and outstanding and no preferred shares issued and outstanding. As of June 4, 2008, there were 69,933,618 common shares issued and outstanding.


Corporate Background


The Company was originally incorporated under the Company Act of British Columbia on October 6, 2003 as “Leroy Ventures Inc” before completing its transition rollover to the British Columbia Business Corporations Act which replaced the Company Act of British Columbia. On July 19, 2006, the Company changed its name to “Unbridled Energy Corporation”, and there was no change in capital.


The Company presently has three wholly-owned subsidiaries: Unbridled Energy USA Inc. which was incorporated in Pennsylvania; Unbridled Energy New York LLC; and Unbridled Energy Ohio LLC. These subsidiaries were incorporated to hold the assets of the Company’s United States oil and gas projects which are currently located in New York and Ohio.


History and Development of the Business


The Company was originally involved in mineral exploration. At inception, the Company conducted exploration on the Kettle Claims (“Kettle Property”) in British Columbia, Canada. The Company originally entered into an option agreement to earn a 100% interest in the Kettle Claims, subject to a 2.5% Net Smelter Royalty (“NSR”), on November 20, 2003. The Company performed Phase I exploration on the Kettle Claims which included surveys and trenching. Results from the program were disappointing and management and its consultants determined that no further exploration on the claims was warranted. In December, the Company decided to cease work on the Kettle claims and terminated its option on the property. The acquisition and capitalized exploration costs totaling $367,765 were written off in fiscal 2006.




14



In December 2005, the Company entered the oil and gas exploration industry through an agreement with Reconnaissance Energy Corp. Under the agreement, the Company agreed to acquire a 20% working interest in an existing recompleted natural gas well and exploration project located in the Ferrier area of west-central Alberta. The consideration for its interest in this project, known as the Chambers Property, was 3,000,000 common shares of the Company at a deemed price of $1.25 per share for total value of $3,750,000. In April 2006, the Company entered into a second agreement on the Chambers Property and agreed to acquire an additional 5% working interest and an 8% Gross Overriding Royalty on a 7% working interest as well as a 30% working interest in another well. This second agreement was with White Max Energy Ltd., and consideration for the additional interests was $475,000 cash. An additional 12 sections of  land was acquired by the Company in the area in calendar 2006.


In March 2006, the Company entered into a second agreement with Reconnaissance Energy Corp. Under this agreement, the Company agreed to acquire a 50% participating interest in a joint venture with Arapahoe Energy Corporation (now known as Canadian Phoenix Resources Corp.) on approximately 30,000 contiguous acres located on the Tsuu T’ina First Nation Reserve southwest of Calgary, Alberta. Under the Agreement, the Company agreed to reimburse Arapahoe one-half of the actual costs incurred and paid by Arapahoe to acquire the leasehold rights and farm-in agreements up to a maximum $2,000,000 net to the Company. Upon completion of its due diligence, the Company agreed to pay Arapahoe $1,000,000 cash as an advance on the reimbursement requirement. The Company also agreed to pay one-half of the cost incurred by Arapahoe for a 3-D seismic program and will drill two test wells to test and core coals for coal-bed methane potential. As consideration of the assignment of the interest by Reconnaissance to the Company, the Company agreed to pay Reconnaissance $375,000 on closing and, if and when an independent engineering report reports proven gas reserves on the property of not less than 3 billion cubic feet or equivalent net to the Company’s 50%, Unbridled will pay Reconnaissance an additional $375,000.


In March 2007, the Company finalized the acquisition of a 50% interest in 13,280 gross acres of oil and gas leases located in Chautauqua County, New York. The property contains 61 gross gas wells. In consideration for its interest, the Company paid $1,501,125.


Under an agreement dated March 2007, and as amended in May 2007, the Company completed the acquisition of a 100% Working Interest in 15,247 acres located in Jackson County, Ohio. This property is undeveloped oil and gas exploration lands, and was acquired for $553,229.  An additional approximately 7,500 net acres was acquired in the area during the period ended December 31, 2007. In December 2007, the Company announced that it had signed a joint-venture agreement with Equitable Production Company. The agreement calls for Equitable to drill, complete and test three horizontal wells on the Company’s property in order to earn a 50% working interest in Unbridled’s 100% holdings. The agreement also includes an Area of Mutual Interest (“AMI”) over a four township area, where any land owned or acquired by either Unbridled or Equitable would be subject to the joint-venture agreement. The AMI has since been expanded to encompass about eleven townships, and leasing of land within the AMI for the joint-venture is underway.


The Company also announced in December 2007 that it had completed the transaction for two existing wells in Ohio and an option to purchase an additional 2,000 acres, for US$28,000. The transaction also includes pipeline access to sell gas from a portion of the Company’s Ohio lands. The wells and acreage acquired under this transaction were rolled into the joint-venture agreement with Equitable.


15



Business Overview


Unbridled Energy is focused on the acquisition of oil and gas exploration properties in Canada and the United States. These properties are classified as both conventional and unconventional oil and gas properties.  The Company’s officers and directors have extensive experience with unconventional oil and gas projects, including coal bed methane, tight gas sand and gas shale. Unbridled is expected to seek to acquire interests in additional properties of these unconventional types.


The Company’s operations are currently located in Alberta, Canada, and New York and Ohio, United States. Operations are not seasonal as the Company can conduct production and certain exploration and development on its properties year-round. To date, the Company’s revenue has been limited to interest on its cash balances and limited revenues from newly acquired interests in existing wells, and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon oil and natural gas leases as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of the Company’s oil and gas projects.


Company Subsidiaries


As of December 31, 2007, the Company had three wholly owned subsidiaries. These are Unbridled Energy USA Inc., Unbridled Energy New York LLC, and Unbridled Energy Ohio LLC.


Government Regulations


The oil and gas industry is subject to several categories of government regulations. The Company’s operations are materially affected by Environmental Regulations and Oil and Gas Production Royalties.


Environmental Regulations


The Company’s oil and gas operations are located in the Province of Alberta and New York State, and exploration property is located in the State of Ohio.
















16




Alberta Regulations

In Alberta, the Company’s operations are primarily subject to the provisions of  the Environmental Protection and Enhancement Act (Alberta) and associated regulations. Spilling or otherwise releasing or permitting the release of a substance into the environment, which includes water, land and air, in an amount or concentration or at a rate that may cause a significant adverse effect is prohibited, unless authorized by regulation or by an approval. Where a substance that has caused or may cause an adverse environmental effect is released into the environment, the person responsible for the substance must, as soon as that person becomes aware of the release, take all reasonable measures to remedy and confine the effects and remove or dispose of the substance so as to maximize environmental protection. Any contamination found on, under or originating from the properties may be subject to legislated remediation requirements. A property owner and/or operator could be required to remove or remediate wastes disposed of or released by prior owners or operators. Failure to comply with these environmental laws and regulations could result in the assessment of administrative, civil or criminal penalties and, in some instances, the issuance of injunctions to limit or cease operations.


New York Regulation

In New York, Oil and Gas operations are regulated by the Bureau of Oil and Gas Regulation in the Division of Mineral Resources. New York State’s Oil, Gas and Solution Mining Law requires drillers to apply sound environmental principles, returning areas affected by minerals development to a condition that allows continued productive use of the land. A well drilling or plugging permit is required before site preparation and drilling/plugging can begin on an oil or gas well of any depth. The New York State Environmental Quality Review Act (SEQR) is administered by the Division of Mineral Resources which reviews all oil and gas drilling permits to ensure that the environmental impact of resource extraction will be mitigated to the greatest extent possible.


Ohio Regulation

In Ohio, the Division of Mineral Resources Management within the Ohio Department of Natural Resources regulates oil and gas drilling, producing, plugging, and oil field waste disposal operations. The Division is responsible for permitting and overseeing all oil and gas operations within the State, including drilling, production, and reclamation. Permits are required before oil and gas drilling or operations may commence. General environmental regulations are administered by the Ohio Environmental Protection Agency, including air emissions, hazardous waste, and clean water policies.


Oil and Gas Production Royalties

Any oil and natural gas produced by the Company’s Alberta operations will be subject to both Canadian (Federal) and Alberta (Provincial) regulations. Oil and gas production on Crown lands are subject to Crown royalties which are determined by government regulation and are generally calculated as a percentage of the value of the gross production. The rate of royalties payable generally depends in part on prescribed reference prices, well productivity, geographical location, field discovery date and the type or quality of the petroleum product produced.







17




In the Province of Alberta, the royalty reserved to the Crown in respect of natural gas production, subject to various incentives, is between 15% and 30%, in the case of new gas, and between 15% and 35%, in the case of old gas, depending upon a prescribed or corporate average reference price. Natural gas produced from qualifying exploratory gas wells spudded or deepened after July 31, 1985 and before June 1, 1988 is eligible for a royalty exemption for a period of 12 months, up to a prescribed maximum amount. Natural gas produced from qualifying intervals in eligible gas wells spudded or deepened to a depth below 2,500 meters is also subject to a royalty exemption, the amount of which depends on the depth of the well.


In August 2006, the Alberta Government made revisions to its royalty programs and tax structure. These changes were made due to the historically high oil and gas prices as well as the determination that the objectives of the programs have now been met. Other programs have been revised, including the Deep Gas Royalty Holiday program; the Low Productivity Well Royalty Reduction Program; the Reactivated Well Royalty Exemption Program; and the Horizontal Re-entry Royalty Reduction program. The majority of the changes to these four programs took effect on September 1, 2007.


During 2007, the Alberta Government began a review of its royalty regime with the intent of increasing royalties paid by oil and gas producers within the Province. Based upon information released to the industry by the Government, Unbridled’s management has examined the proposed changes to the Alberta royalty schedule. Management believes the new schedule will be very similar to the old schedule in regards to the Company’s existing Alberta properties and targeted production. Therefore, the Company does not believe the new schedule will have a significant adverse economic effect on the Company’s Alberta operations.


The Company


Oil and Natural Gas Properties


The Company currently has an interest in oil and gas properties in four areas. The Company’s properties and its interest in each is as follows:


Alberta Properties


Chambers Property


The Chambers Property is located in the Ferrier area of West Central Alberta. The property currently consists of 12,160 acres gross (3,888 net), and the Company has an option on an additional 1,920 acres. Unbridled is the operator of the property.


The Company originally acquired an interest in the property under an assignment agreement with Reconnaissance Energy (“Reconnaissance”). Craig Steinke, President of Reconnaissance, was subsequently named a Director of Unbridled. Reconnaissance assigned to the Company an agreement with White Max Energy Ltd. (“White Max”) dated December 21, 2005 regarding an interest in a Farmout and Participation Agreement on the Chambers Property. Michael O’Byrne, Vice-President of White Max, was subsequently named as Vice-President, Land of Unbridled.

 





18



Under the Reconnaissance agreement with White Max, the Company could earn a 20% working interest in an existing well, Chambers 7-18-41-11 W5M; and a 20% working interest in a Test Well Chambers Elkton 3-17-41-11-W5 and land Section 17. The Company must also pay 25% of the cost of drilling, recompleting and abandonment costs on the well. Both interests are subject to a 7.5% Gross Overriding Royalty (“GORR”) payable to Burlington Resources and a 1% GORR payable to Roy Smith. The Company paid White Max $77,000 for reimbursement of its percentage interests of seismic and completion costs incurred, and issued Reconnaissance 3,000,000 common shares of Unbridled at a deemed value of $1.25 for total consideration of $3,750,000 for the assignment of the agreement to the Company.


Under a separate agreement between the Company and White Max dated April 14, 2006, the Company agreed to acquire from White Max an additional 5% WI in the Chambers Property, as well as an 8% GORR on a separate 7% WI on the existing Chambers 7-18-41-11 W5M well, an additional 5% WI on the Chambers 3-17-4-11-W5 well; a 30% Working Interest in the Test Well Chambers 3-17-4-11-W5, and a 20% Working Interest in the Chambers 14-20-41-11 W5M well. Consideration for this agreement was $475,000 cash paid by the Company to White Max. Michael O’Byrne, Vice-President of White Max, also serves a Vice-President, Land for Unbridled.


During Calendar 2006, the Company also acquired a 37% WI on 12 sections totaling 8,960 gross acres (3,027 net) on the Chambers Property through an Alberta Crown Land Sale at a cash cost of $475,472.


The Company currently has a 32.49% Working Interest in the Chambers 3-17-41-11 W5M well (“3-17”), which was drilled to the depth of 3,349 meters. The well is classified as a tight gas sands well, and has been cased and completed in multiple formations for natural gas and condensate production. The well was put into test production on November 7, 2007 and produced gas and condensate sporadically in November and December as a result of hydrates forming in the tubing and around the production facility. A choke was installed down hole in late December and allowed the well to produce continuously in January and most of February. Through March 2008 the well produced 55,844 mcf gross (18,143 mcf net) and 2,133 bbls gross (693 bbls net) of condensate and other hydrocarbon liquids. The gas and condensate has been sold into the ConocoPhillips Canada local pipeline system. The reserves from the 3-17 well will be estimated by a third-party after the well flows into the sales line for several additional months.


The Chambers 7-18-41-11 W5M well (“7-18”) was drilled on the property prior to the Company acquiring its interest. It was shut-in as a potential gas well, although the Company and its partners have now completed testing.  The Company has decided to defer laying pipeline to the 7-18 well and is evaluating several different completion options to improve the economics of the well. Current plans call for temporarily isolating the current Elkton completion and perforating and stimulating a new shale interval during the 3rd Quarter of 2008.










19



The Company and its partners licensed two additional test wells. The first, known as 16-21-41-11 W5M (“16-21”). 16-21 was spudded at the end of August 2007 after the completion of a 6 kilometer road and was positioned using data from the use of 3D seismic and the 3-17 well results. The well was drilled to the top of the Shunda formation to a depth of 3,290 meters and encountered multiple gas bearing formations, with the gas bearing sands and sale encountered in the well as potential additional future targets. After logging, a production liner was run and cemented. In December, the Elkton formation was perforated and flow-tested for one day before being shut-in for a mandatory multi-week pressure buildup test. Based upon the flow and buildup data, the Elkton contains a large volume of gas in place, but lower permeability, and thus will require stimulation treatment to justify laying a 4-mile pipeline for production. The Company’s joint-venture partner must either raise funds for its share of the costs, or sell its interest, before any further work is performed. The Company is in discussions with third party mid-stream pipeline companies to pay for and install the pipeline as the pipeline will serve as a gathering line for future wells.


The Company has a 58.5% Working Interest in the 16-21 well and, with the completion of the drilling of the well, has earned an interest in an additional 3 sections of land as well as an option to earn an interest in the remaining three sections (1,920 acres) with the drilling of a second option well. The second well, Chambers 5-15-41-11 W5M, has now been licensed.


Current and Anticipated Work


Based upon the success of the 3-17 well, additional drilling opportunities exist on the property. Additionally, a new organic shale formation has been discovered which is present across the entire Chambers property. This formation may be tested by the Company in 2008.


During the last 2 months of 2007, the Company’s major Chambers property joint-venture partner, Altima Resources Ltd. (“Altima”), failed to perform financially with regards to its obligations under signed authorizations for expenditures. This has resulted in the Company being owed approximately $1.8 million from Altima as of March 31, 2008. The Company is now exercising its rights under the Canadian Association of Petroleum Landmen Operating Procedure agreement to recover this amount, including setting off Altima’s share of income from the 3-17 well and initiating a legal action to sell Altima’s interest in the property to reduce the receivable. Altima’s financial difficulties have resulted in a large increase in accounts payable in the Company, as well as increased borrowing on the line of credit, as the Company must pay for both its and Altima’s obligations for any action taken on the project.


Tsuu T’ina First Nation Reserve Project


The Tsuu T’ina property is located on the Tsuu T’ina First Nation Reserve, southwest of and adjacent to the city limits of Calgary, Alberta. The Company currently has a 50% interest in 4,480 acres (2,240 acres net).


The right to earn a 50% WI was acquired by the Company through a assignment and assumption agreement with Reconnaissance Energy dated March 31, 2006. Reconnaissance assigned to the Company the right to earn the interest in the property through an agreement it had signed with Arapahoe Energy, now known as Canadian Phoenix Resources Corp. (“CPR”), a non-related party, dated March 3, 2006. Under that agreement, the Company could acquire a 50% working interest in leasehold rights and farm-in agreements on the petroleum and natural gas rights held by Arapahoe by:


20



a)

Reimbursing CPR for 50% of the actual costs incurred and paid by CPR to acquire or farm-in the acreage up to a maximum gross amount of $4,000,000 ($2,000,000 net to Unbridled). Upon completion of its due diligence, Unbridled would pay $1,000,000 to CPR in the form of an advance on the required reimbursement;

b)

the Company will assume and pay 50% of the actual cost incurred by CPR on the 3-D seismic program initiated by CPR which was estimated to cost approximately $2,900,000 ($1,450,000 net to Unbridled);

c)

the Company will fund and drill two wells to test and core the Horseshoe Canyon coals present on the property for the purposes of testing for Coalbed Methane potential;

d)

Upon completion of the above requirements, the Company will either:

i)

pay CPR any balance owing for the reimbursement of property costs to a maximum of $1,000,000; or

ii)

Pay CPR’s share of drilling costs incurred by CPR with respect to joint wells drilled by Unbridled and CPR on the project subsequent to the Company funding and drilling the 2 Horseshoe Canyon coals test wells. The payments will be such an amount paid until the costs paid equals the balance owed by Unbridled to CPR for the reimbursement of property costs.


The above conditions have been met, and the Company earned a 50% WI in the property, and the Company and CPR are equal participants in the project which will is subject to a non-convertible overriding royalty payable to Tsuu T’ina Energy Co. of 3.5%, and a 3% non-convertible overriding royalty payable to Owl Energy Ltd. The entire area contained within the Tsuu T’ina lands of approximately 69,000 acres is an Area of Mutual Interest (“AMI”) of 50-50 between CPR and Unbridled. This AMI will terminate one year following either the rig release date of the last drilled test well, or December 31, 2007, whichever is later.


Under the agreement with Reconnaissance, the Company paid Reconnaissance $375,000 cash for the assignment of the Arapahoe agreement. Craig Steinke, President of Reconnaissance, was subsequently named a Director of Unbridled.


The property has both conventional natural gas potential, primarily from the Cretaceous, Mississippian, and Devonian groups, but also Coalbed Methane (“CBM”) potential from the Horseshoe Canyon formation. The CBM potential is the primary focus of exploration on the project.


The Company drilled 3 wells on the property, and testing determined they were uneconomic. After an evaluation of the potential of the Tsuu T’ina property, Unbridled’s management determined that the development cost of the property exceeded the estimate of the fair market value. Therefore, the Company recorded a write down of the property of $5,184,841 in the fiscal year ended April 30, 2007. During the 8 month transition period ended December 31, 2007, the Company abandoned the project after determining that no further work was justified.  A write-down of $2,080,041 was recorded as of December 31, 2007, which was the remaining capitalized balance on the project.


The Company has initiated legal action against CPR as the operator and co-joint venture participant in the Tsuu T’ina prospect. The purpose is to obtain a complete accounting of all joint interest billings and to recover funds owed to the Company by CPR, estimated to be between $350,000 and $1,300,000, as a result of project account billing discrepancies. Because CPR has refused to provide the Company with a full accounting of the Tsuu T’ina project, the exact amount owing is not able to be confirmed. CPR has denied the claim.


21




United States Properties


Chautauqua Lake Properties, New York


In March 2007, the Company acquired a 50% interest in 13,280 gross acres (6,337 net acres) located in Chautauqua County, New York, from Linn Energy. At the time of acquisition, the property contained 61 (approximately 51 net) producing wells, with total production of approximately 300 mcfd gross, 150 mcfd net. In consideration of its acquisition of the 50% interest, the Company paid $1,501,125. The remaining 50% interest is held by HH Allegiance Energy Fund LLP, and Unbridled is the operator of the project.


Of the 61 wells on the property at the time of acquisition, 56 were producing and 5 were shut-in. These wells were largely drilled and stimulated in the 1980’s. The wells produce gas largely from the Whirlpool and Medina tight gas sands formations at depths between 3,000 to 4,000 feet. Two of the wells produce from the shallower Bass Island trend, which is a naturally fractured carbonate formation that produces both oil and gas.


The Company has completed workovers on 12 wells to improve production from existing completed intervals. Due to the property’s location, natural gas production commands an approximate $0.40 to $0.80 per Mscf/d premium to the posted NYMEX Henry Hub Natural Gas price. However, pipeline shut-ins and high line pressures restricted production during the summer of 2007. The Company will by-pass the line restrictions in one area by laying new pipe and connecting to the Tennessee system, which will allow the wells to produce year-round.

 

During the eight months ended December 31, 2007, the property produced 77,438 gross mcf (24,222 mcf net) and 157 bbls of oil gross (66.92 net). During the first three months of calendar 2008, the property produced 25,500 gross mcf (10,300 mcf net) of natural gas and 300 bbls of oil gross (130 net).


The Company contracted with Schlumberger Data & Consulting Services (“DCS”) to prepare a reserves report on the Chautauqua Lake property. DCS’s report evaluated the property’s oil and natural gas reserves as of December 31, 2007.


Chautauqua Lake Oil and Gas Reserves

Constant Prices and Costs

As of December 31, 2007


 

Light and Medium

Oil

Natural Gas

 

Gross

(Mstb)

Net

(Mstb)

Gross

(mmcf)

Net

(Mmcf)

Proved Developed Producing

1.01

0.43

1,377.16

585.29

     

Proved Developed Non-Producing

19.20

8.16

1,148.40

488.07

     

Proved Undeveloped

0

0

4,682.58

1,990.10

     

Total Proved

20.21

8.59

7,208.14

3,063.46


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The Company intends to increase production from the property through sound operational practices as well as the drilling of additional wells via offsets and down spacing. Existing wells may be restimulated and will utilize the latest fracturing and imaging technologies. Six new wells have now been drilled into the Medina tight gas sand formations and been successfully hydraulically fracture stimulated. Three of the wells are now producing into line, of which the first well is producing at restricted rates of greater than 100 Mscf/d with good pressure. The other three wells are expected to be tied in shortly, with further production testing in line. Additional wells are being permitted for drilling in Ellery and Villenova Townships during 2008.


One of the new wells involved a project with Schlumberger Data & Consulting Services sponsored by the New York State Energy Research and Development Authority, to acquire new micro-seismic data to image the created hydraulic fracture. The project successfully collected new reservoir and hydraulic fracture information from the Grimsby, Whirlpool, and Devonian shales in Chautauqua County. This new data will be used to optimize future hydraulic fracture treatments in view of enhancing production, as these formation in this region of New York State have not been characterized significantly. Based upon the project results, Unbridled plans to test the Marcellus and Geneseo shales in its Ellery and Villenova Township properties.


Property-wide geological, reservoir, completion, and stimulation studies have been completed for the property. The Company’s 2008 budget calls for the drilling of a total of 20 new wells on the project (7.5 wells net), and 4 well recompletion (2 wells net).


The Company is also expanding its current land position. Leasing operations are underway on approximately 1,000 acres, where the average Net Revenue Interest for the Company will be approximately 87.5%


The Company is also continuing to negotiate the purchase of a 50% working interest in 22 additional existing wells, and the deep rights to the Company’s existing 13,280 acres, with an additional 960 acres of mineral rights. These deep rights were not included in the original purchase and offers additional potential in new tight gas sands and shales under the acreage.


Jackson County Properties, Ohio


Under an agreement dated in March 2007, and as amended in May 2007, the Company acquired a 100% Working Interest in 15,427 acres net (15,780 acres gross) located in Jackson County, Ohio. The consideration for the purchase of the interest was $553,229. In the period ended December 31, 2007, the Company acquired approximately 7,500 additional net acres in the region. Two existing wells in the vicinity of the Company’s original purchased acreage was also acquired by Unbridled from an unrelated company. The purchase included the two existing wellbores, access into a local pipeline and an option to acquire 2,000 acres, which increased the Company’s holdings in the area to approximately 25,000 acres. These wells were rolled into the Equitable joint-venture as described below, and included the Dempsey #D4-4 well, which is being completed as one of the joint-venture’s horizontal test wells into the Devonian shale.


As of December 31, 2007, Unbridled has incurred acquisition costs on the property of $889,738.







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The Company also has the right of first refusal to continue purchasing additional acreage in an Area of Mutual Interest. Currently, the Company has a 100% working interest in approximately 25,000 acres in Jackson County; However, the Company’s acreage is subject to a joint-venture and Area of Mutual Interest Agreement with Equitable Production Company, a unit of Equitable Resources Inc., who can earn a 50% working interest in the Company’s Ohio acreage by drilling, fracturing, and flow testing three wells.


[unbridledtransition20f001.jpg]

The property is classified as undeveloped, with Devonian shale reservoirs and Clinton tight gas sands as natural gas targets. The primary shale target is located at a depth of less than 1500 feet, so drilling and completion costs are expected to be reasonable.


The Company has signed an agreement with Equitable Production Company (“Equitable”), a unit of Equitable Resources, Inc., for Equitable to be a joint-venture partner in the project. Unbridled has agreed to sell a 50% Working Interest to Equitable on the conditions that Equitable drills, completes, and production tests three horizontal wells into the Devonian Shale. The three well program is currently underway, with the first well, Rapier #DI-16, spudded on April 24, 2008 and drilled to a total depth in 5 days. The second and third wells, S&D Enterprise #D3-30 and Dempsey #D4-4, have also finished drilling. The wells were completed in the Lower Huron Formation of the Devonian Shales, and stimulated using either seven or eight hydraulic fractures treatments. They are currently being flow tested.


By drilling, fracturing, and flow testing the three wells, Equitable will earn a 50% working interest in the Company’s Ohio acreage. If the project proves to be economic, the joint-venture could drill between five and ten additional wells in 2008. The Company and Equitable have also joined in an 11 township Area of Mutual Interest (“AMI”), where any land owned or acquired by either Unbridled or Equitable would be subject to the joint-venture agreement. Leasing of land within the AMI to increase the acreage under the joint-venture is underway.




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Acquisition of Additional Oil and Gas Properties


The Company is currently investigating the acquisition of additional unconventional shale oil and gas exploration projects within the Appalachian and Western Canadian Sedimentary Basins. In the Appalachian Basin, the Company is in negotiations on possible deals for projects in Pennsylvania, West Virginia, and Ohio. These structure of these potential deals include either leasing new acreage and possibly joint-venturing with other companies, or joint-venturing with companies with existing acreage who desire a partner to offset the risk inherent in new plays or desire to earn an interest by drilling new wells.  


Production and Reserves


As of December 31, 2007, the Company’s had producing natural gas wells and shut-in oil wells located in New York State and in Alberta, Canada. The Company’s wells at the end of the eight month period ended December 31, 2007 were as follows:


 

Oil

Natural Gas

 

Gross

Net

Gross

Net

     

Producing

0

0

62.0

29.87

Shut-In

2.0

1

4.0

1.60

TOTAL

2.0

1

66.0

31.47


During the eight month period ended December 31, 2007, the Company drilled the following wells:


 

Exploratory Wells

Development Wells

 

Gross

Net

Gross

Net

     

Oil

-

-

-

-

Natural Gas

1.0

0.28

-

-

Dry Wells

-

-

-

-

Service Wells

-

-

-

-

     

Total  Wells

1.0

0.28

-

-


The following is the Company’s total net oil and gas production for the eight month period ended December 31, 2007, and the fiscal year ended April 30, 2007. The Company had no production in prior years.


Eight Month Period Ended Dec. 31, 2007

Natural Gas

Oil

Natural Gas Liquids

24,222 Mcf

66.92 bbls

-

   

Year Ended April 30, 2007

Natural Gas

Oil

Natural Gas Liquids

21,880 Mcf

-

-




25



The following table includes the average prices the Company received for its production for the eight month period ended December 31, 2007, and the fiscal year ended April 30, 2007:


 

Eight Months

ended Dec. 31,

2007

Fiscal year

ended April 30,

2007

   

Oil

$87.17/bbl

N/A

Natural Gas

$  7.15/mcf

$  7.00/Mcf

Natural Gas Liquids

N/A

N/A


The following is the Company’s oil and gas reserve estimates as of December 31, 2007 and April 30, 2007. The Company had no reserves in the prior fiscal years. These estimates are from an independent resource calculation prepared by Schlumberger Data & Consulting Services, based on constant prices and costs. All of the Company’s reserves as of December 31, 2007 and April 30, 2007 were located in Chautauqua Lake, New York.


  

Unbridled’s

Remaining Reserves

as of December 31, 2007.

 

Gross

Net

Proved Developed Producing Reserves

  

   Light and Medium Oil (Mbbl)

1.01

0.43

   Natural Gas (Mmcf)

1,377.16

585.29

   Natural Gas Liquids (Mbbl)

-

-

   

Proved Developed Non-producing Reserves

  

Light and Medium Oil (Mbbl)

19.20

8.16

Natural Gas (Mmcf)

1,148.40

488.07

Natural Gas Liquids (Mbbl)

-

-

   

Proved Undeveloped Reserves

  

   Light and Medium Oil  (Mbbl)

-

-

   Natural Gas (MMcf)

4,682.58

1,990.10

   Natural Gas Liquids (Mbbl)

-

-

   

Total Proved Reserves

  

Light and Medium Oil (Mbbl)

20.21

8.59

Natural Gas (MMcf)

7,208.14

3,063.46

Natural Gas Liquids (Mbbl)

-

-











26




  

Unbridled’s

Remaining Reserves

as of April 30, 2007.

 

Gross

Net

Proved Developed Producing Reserves

  

   Light and Medium Oil (Mbbl)

-

-

   Natural Gas (Mmcf)

1,241.99

527.84

   Natural Gas Liquids (Mbbl)

-

-

   

Proved Developed Non-producing Reserves

  

Light and Medium Oil (Mbbl)

29.10

12.37

Natural Gas (Mmcf)

920.79

391.33

Natural Gas Liquids (Mbbl)

-

-

   

Proved Undeveloped Reserves

  

   Light and Medium Oil  (Mbbl)

-

-

   Natural Gas (MMcf)

4.713.71

2,003.33

   Natural Gas Liquids (Mbbl)

-

-

   

Total Proved Reserves

  

Light and Medium Oil (Mbbl)

29.10

12.37

Natural Gas (MMcf)

6,876.49

2,922.50

Natural Gas Liquids (Mbbl)

-

-


The Company’s landholdings as of December 31, 2007 were as follows:


 

Undeveloped

Developed

Total

 

Gross

Net

Gross

Net

Gross

Net

       

Chambers – Alberta

10,496

3,209

1,920

679

12,416

3,888

Tsuu Tina – Alberta

4,480

2,240

-

-

4,480

2,240

Total – Alberta

14,976

5,449

1,920

679

16,896

6,128

       

New York

-

-

13,341

6,337

13,341

6,337

Ohio

23,975

23,975

-

-

23,975

23,975

       

Total

38,951

29,424

15,261

7,016

54,212

36,440


Mineral Properties


The Company formerly operated in the mineral exploration sector. The Company had an option agreement on the Kettle Property located in southern British Columbia, Canada. The property consisted of 16 contiguous mineral claims covering approximately 2,300 hectares. The Company had an option to earn a 100% interest in the property, subject to a 2.5% Net Smelter Royalty (“NSR”).






27



The Kettle Property had a favorable geological setting for the presence of porphyry, hydrothermal vein and skarn mineralization. Metals known to occur on the property included gold, silver, lead and zinc, as well as copper and tungsten in trace to minor amounts. The Company commenced Phase 1 exploration in May 2005, which included line cutting and soil and rock geochemical surveys, followed up by trenching. Results of Phase I were disappointing, and the Company’s geological consultant recommended no further work be conducted on the property. In December 2005, management decided to terminate its option on the Kettle Property and the capitalized acquisition and exploration costs totaling $367,765 were written off in the fiscal year ended April 30, 2006.


Item 5.  Operating and Financial Review and Prospects


Overview


The Company's financial statements are stated in Canadian Dollars (C$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 19 to the financial statements.  The value of the U.S. Dollar in relationship to the Canadian Dollar was $0.99 as of December 31, 2007 and as of May 30, 2008.


The Company has since inception financed its activities through the distribution of equity capital.  The Company anticipates having to raise additional funds by equity issuance or bank loans in the next several years, as the Company’s oil and gas properties will require funds for exploration and development. The timing of such offerings or loans is dependent upon the success of the Company’s exploration programs and the addition of new properties, as well as the general economic climate.


Subsequent to the end of the eight month transition period ended December 31, 2007, the Company completed a private placement of its common shares and warrants. Under the placement, the Company issued 19,964,350 common share units consisting of one common share and one-half share purchase warrant at a price of $0.30 per unit for gross proceeds of $5,989,305. The Company also issued 5,435,300 flow-through common shares at a price of $0.33 per share for gross proceeds of $1,793,649.


Results of Operations


Eight Months ended December 31, 2007


During the period ended December 31, 2007, the Company began test production on the 3-17 well at Chambers, and completed drilling the 16-21 well. In New York, the Company began the workover program on existing wells, and completed a field-wide geologic, reservoir, completion and stimulation study, which will establish the most effective technology for the ongoing development of the existing reserves and locations for the first group of new wells. In Ohio, the Company signed a joint-venture and AMI agreement with Equitable to partner on three horizontal test wells, which can earn Equitable a 50% interest in the Company’s acreage.  On the Tsuu T’ina First Nation Reserve property, the Company abandoned the project as a result of unsuccessful exploration and wrote-off the remaining capitalized costs associated with the project.




28



The net loss for the eight month period was ($5,365,035), or ($0.12) per share. The loss included a write-down of oil and gas properties of ($2,080,341) related to abandonment of the Tsuu T’ina property in Alberta.


The Operating Loss for the period was ($3,284,694). The largest component of the loss was Stock-based Compensation of ($897,088) which was due to the granting stock options to officers and directors. Other large expenses were Accounting and Audit Fees of ($91,435), Legal Fees of ($157,969), and Consulting of ($390,076) due to the recent acquisitions; Depletion, Depreciation and Accretion, which was ($127,889) and Production Costs of ($152,398), both of which were higher than the full fiscal year ended April 30, 2007 due to greater oil and gas production volumes; Interest and Finance Fees totaled ($141,313) which was due to the Company’s borrowings under the line of credit; Financial Marketing was ($309,923), Investor Relations totaled ($109,721), and  Professional Fees of ($176,153), which were higher due to work related to the private placement of units and flow-through shares which was completed after the close of the period; Payroll and Benefits totaled ($483,113) and Office and miscellaneous was ($104,991) due to the Company’s increased activities; Rent rose to $123,088 as the Company had offices in Pennsylvania and Alberta for the entire period; and Travel and Promotion totaled ($163,066) due to higher travel requirements to support the new acquisitions.

 

During the period Unbridled had revenue from Oil and Gas Production of $192,654, which was from production from the Chautauqua Lake property. The Company also had Interest Income of $17,496 derived from the Company’s cash balances.


Year ended April 30, 2007


During the fiscal year ended April 30, 2007, Unbridled completed the acquisition of 12,674 acres net and 61 gross (51 net) existing wells at Chautauqua Lake, New York, and acquired 15,428 acres net of exploration property in Ohio. In Alberta, the Company acquired an additional percentage interest in the Chambers Property as well as continued exploration on both the Chambers and Tsuu T’ina projects.


The net loss for the year was ($5,975,501), or ($0.22) per share, compared to a net loss of ($717,289), or ($0.08) per share in the prior year ended April 30, 2006. In the current year, the loss included a write-down of oil and gas properties of ($5,184,841) related to the impairment of the Tsuu T’ina property in Alberta, which was partially offset by a Future Income Tax Recovery of $1,784,565. In the prior year, the net loss included Loss of Disposal of Equipment of ($5,275) and the Write-off of Mineral Property Costs of ($367,765) as the Company exited the mineral exploration business.













29



The Operating Loss for the year ended April 30, 2007 was ($2,575,225) compared to an Operating Loss of ($344,249) in 2006. The significant loss was due to an increased level of corporate activity as well as the acquisition of new properties in the current year. The significant component of the loss was Stock-based Compensation of ($1,157,906) which was due to the granting stock options to officers and directors. Other large changes in expenses occurred in Accounting and Audit Fees, which rose to ($110,375) from ($35,750) and Legal Fees, which rose to ($229,662) from ($73,174), due to the recent acquisitions; Depletion, Depreciation and Accretion, which was ($82,774) compared to $Nil in the prior year, and Production Costs of ($101,224) compared to $Nil, which were due to the newly acquired producing oil and gas wells; Investor Relations of ($146,926) as the Company endeavored to inform the investment community of its new operations; Consulting Fees of ($374,542) compared to $Nil in the prior year, and the rise in Travel and Promotion of ($122,606) compared to ($863) was due to the increased activity in the oil and gas sector and the newly acquired properties; Rent of ($79,389) compared to $Nil in the prior year as the Company opened offices in Calgary and Pittsburgh; and Payroll of ($245,470) compared to $Nil due to the hiring of new personnel for the new focus on oil and gas.


During the year Unbridled had revenue from Oil and Gas Production of $181,877, which was from production in the month of April from the newly acquired wells on the Chautauqua Lake property. The Company also had Interest Income of $4,023 compared to $Nil in the prior year, as the Company maintained higher cash balances in the current fiscal year.


Year Ended April 30, 2006


During the year the Company completed its Phase I exploration program on the Kettle property and determined the results did not warrant further exploration. Therefore, it abandoned the property and wrote-off all capitalized acquisition and exploration expenditures. Interests in two oil and gas properties, the Chambers and Tsuu T’ina properties, were acquired and exploration commenced on both properties.


The net loss for the year was ($717,289), or ($0.08) per share, compared to a net loss of ($62,476), or ($0.01) per share, in 2005. The significant components of the net loss were from Write-off of Mineral Property Costs of ($367,765) which was the entire capitalized acquisition and exploration expenditures on the Kettle Property, and the Loss on Disposal of Equipment of ($5,275) which was related to the sale of mineral exploration equipment which was no longer required by the Company.


Expenses totaled ($344,249) compared to ($87,130) in 2005, with the higher expenses in the current year due to an increase in corporate activity related to the acquisition of the oil and gas exploration projects. Significant expense items include Stock-based Compensation of ($149,875) due to the grant of 650,000 stock options to officers and directors; Office and Miscellaneous of ($18,953) and Management Fees of ($40,000) as the Company increased its corporate activity with the acquisition of the oil and gas properties; Legal Fees of ($73,174) were higher in the current year due to the negotiation and acquisition of the oil and gas properties as well as the sale of common stock during the year; Regulatory and Transfer Agent Fees of ($25,342), which were related to the acquisition and approval by the TSX Venture Exchange of the new oil and gas projects as well as equity financings conducted during the year.





30



Year Ended April 30, 2005


During the year the Company completed its initial public offering through the sale of 2,400,000 common shares at a price of $0.25 per share for gross proceeds of $600,000. Upon the close of the offering, management began to plan the Phase 1 exploration program on the Kettle Property.


The net loss for the year was ($62,476), or ($0.01) per share.  Expenses totaled ($87,130). Management Fees were ($30,000) which was paid under the Company’s management contract with Max Investments for the services of Christopher Dyakowski, President. Professional Fees totaled ($25,000), which included audit and accounting fees as well as legal fees related to the Company’s Initial Public Offering. Stock-based Compensation totaled ($22,385), as the Company granted 744,166 stock options during the year. Regulatory and Transfer Agent Fees were ($6,114) as the Company engaged its initial transfer agent for its Initial Public Offering. Other expenses included Office and Miscellaneous of ($2,783), Advertising and Promotion of ($711), and Bank Charges and Interest of ($137). The Expenses for the year were partially offset by Future Income Tax Recovery of $24,654.


Liquidity and Capital Resources


The Company’s working capital position as of the end of the eight month transition period at December 31, 2007 was ($1,435,650). Subsequent period ended December 31, 2007, the Company completed the private placement of common share units and flow-through common shares. 19,964,350 common share units were issued at a price of $0.30 per unit for gross proceeds of $5,989,305. Each unit consisted of one common share and one-half of a share purchase warrant, with each full warrant exercisable into one common share at a price of $0.45 until November 7, 2009. The Company also issued 5,435,300 flow-through common shares at a price of $0.33 per share for gross proceeds of $1,793,649. Proceeds from the completed placement will be used for property acquisitions as well as funding development programs on the Company’s existing property interests, and for general corporate purposes.


The Company also has a revolving line of credit with Huntington National Bank (“Huntington”), a U.S. Bank headquartered in Columbus, Ohio. The line of credit is for up to US$6,000,000 as determined from time to time by the lender based upon the Company’s oil and gas reserves, as the credit facility is secured by a deed of trust covering the Company’s oil and gas properties in Chautauqua County, New York, and an assignment of all contracts, permits, licenses, rents and leases associated with those assets. Interest on the line of credit is charged on the outstanding principal at a rate of LIBOR plus 250 basis points (2.5%), which was a rate of 7.52750% as of December 31, 2007. The Company is required to make monthly interest payments, and in the event the loan balance exceeds the available borrowing base, the Company is required to reduce the loan balance by repaying the excess portion. As of December 31, 2007, the available borrowing base was US$4,200,000, and the Company had drawn US$3,082,500 from the facility.


The Company also has a note payable to HH Allegiance New York, LLC, the Company’s partner on the Chautauqua County oil and gas properties. The note is issued in conjunction with the purchase of a certificate of deposit and issuance of a letter of credit related to future well plugging obligations on the Chautauqua County properties. As of December 31, 2007, the amount of the note was $49,565, which is unsecured and bears interest at a rate of 4.59%. The principal is repayable following the satisfaction of any well plugging obligations on the wells to which the letter of credit is related to, the sale of the wells, or other event which terminates the obligation of the Company to maintain the certificate of deposit.


31



Anticipated Capital Requirements

The Company has primarily depended upon the issuance of common shares to fund operations. Capital has also been provided by the revolving line of credit with Huntington National Bank, and limited revenue from oil and gas production from its Chautauqua Lake Properties.


In May 2008, the Company received gross proceeds of $7,782,954 from the issuance of common shares. The proceeds of the placement were used to satisfy the Company’s current working capital deficiency, as well as operating funds for ongoing work on its oil and gas properties and general working capital purposes.


The Company’s current budget for fiscal 2008 for exploration and property development operations on existing properties is approximately $3,850,000. The proceeds from the May 2008 placement of common shares, as well as the currently unused portion of the revolving line of credit and oil and gas revenue, is expected to provide sufficient capital for the Company’s general and administrative expenses and anticipated operations on its current properties. However, if exploration is successful on any of its current properties, further funds could be required. In addition, management is currently in negotiations for several potential acquisitions which would lead to the Company either acquiring interests outright, or having the opportunity to earn an interest in, several properties in the Appalachian Basin. These properties would target the highly prospective Marcellus Shale and, if negotiations are successful, could result in the Company requiring substantial additional capital to fund property purchases and/or exploration expenditures during fiscal 2008. Management estimates the Company could require up to an additional $10,000,000 to meet these new obligations.  Therefore, Unbridled may require additional funding in order to meet its possible cash requirements for fiscal 2008. These funds are likely to require the issuance of additional equity capital during 2008.


Stock Issuances


Since inception at October 6, 2003, the Company has financed its operations through the issuance of common shares. The following common share issuances have been conducted since inception.


Fiscal

Year


Type of Share Issuance

Number of Common Shares Issued


Price


Total Deemed Value/ Proceeds

     

2004

Incorporation

1

$ 1.00

$             1

 

Private Placement

2,999,999

$ 0.01

30,000

 

Private Placement

916,666

$ 0.075

68,750

 

Private Placement

1,525,000

$ 0.10

152,500

     

2005

Property Acquisition

100,000

$ 0.10

$    10,000

 

Initial Public Offering

2,400,000

$ 0.25

600,000

 

Agent’s Commission

30,000

N/A

N/A

     

2006

Property Acquisition

3,000,000

$1.25

$3,750,000

 

Private Placement

4,957,500

$0.425

$2,106,938

 

Warrant Exercise

240,000

$0.25

$60,000





32




2007

Private Placement

7,700,000

$1.05

$8,085,000

 

Private Placement

5,501,000

$0.65

$3,575,650

 

Private Placement

3,931,800

$0.70

$2,752,260

 

Private Placement

400,000

$1.10

$440,000

 

Private Placement

665,000

$0.55

$365,750

 

Private Placement

5,920,000

$0.50

$2,960,000

 

Finder’s Fees

163,830

N/A

$104,673

 

Warrant Exercise

15,000

$0.80

$12,000

     

Eight Month

Private Placement

2,735,000

$0.50

$1,367,500

Transition Period

Private Placement

150,000

$0.55

$82,500

 

Private Placement

1,183,172

$0.45

$532,427

     

Fiscal 2008

Private Placement

19,964,350

$0.30

$5,989,305

To date

Private Placement

5,435,300

$0.33

$1,793,649


Eight Month Transition Period Ended December 31, 2007


The Company’s working capital as of December 31, 2007 was ($1,435,650). Operating Activities in the eight month period used cash of ($2,445,348), with the Net Loss of ($5,365,035) partially offset by the Adjustments to reconcile net loss used in operations. These included Write-down of Oil and Gas properties of $2,080,341, Stock-based Compensation of $897,088, and Depletion, Depreciation, and Accretion of $127,889. Changes in non-cash working capital items included an increase in Accounts Receivable of ($41,382); increase in GST recoverable, a tax for which the Company is eligible under certain incentive programs for a rebate, of ($416,132); the increase in Prepaid Expenses and Deposits used cash of ($97,295); and the Increase in Accounts Payable of was $369,178.


Investing Activities used cash of ($4,921,449), with the Acquisition of Oil and Gas Properties using cash of ($4,569,310), and Acquisition of Equipment using cash of ($129,652). The reduction of Funds held in Trust provided cash of $8,789, while an increase of Reclamation Deposits used cash of ($231,276). Financing Activities provided cash of $4,387,281, with Proceeds from the Issuance of Common Shares providing cash of $1,282,034, proceeds from note payable providing cash of $49,565, and Advances from Bank Loan providing cash of $3,055,682.

 

4,068,172 common shares were issued during the eight month period, which included 2,735,000 common shares issued pursuant to a private placement of units at $0.50 per unit for gross proceeds of $1,367,500; 150,000 flow-through common shares issued pursuant to a private placement at $0.55, for gross proceeds of $82,500; and 1,183,172 units issued pursuant to a private placement at $0.45 per unit for gross proceeds of $532,427. The Company’s cash and cash equivalent position as of December 31, 2007 was $509,382, a decrease of ($2,979,516).











33




Year Ended April 30, 2007


The Company’s working capital as of April 30, 2007 was $2,523,310. Operating Activities in the year used cash of ($1,153,026), with the Net Loss of ($5,975,501) partially offset by the Adjustments to reconcile net loss used in operations, including Write-down of Oil and Gas properties of $5,184,841, Stock-based Compensation of $1,157,906, and Depletion, Depreciation, and Accretion of $82,774. Future Income Tax Recovery was ($1,784,565). Changes in non-cash working capital items included an increase in GST receivable, a tax for which the Company is eligible under certain incentive programs for a rebate, of ($31,250); increase in Prepaid Expenses and Deposits used cash of ($49,900); Increase in Accounts Payable of $46,231; Increase in Asset Retirement Obligation of $224,157; and decrease in Due to Related Party used cash of ($5,000).


Investing Activities used cash of ($14,345,519), with the Acquisition of Oil and Gas Properties using cash of ($14,078,193), and Acquisition of Equipment using cash of ($165,316). Financing Activities provided cash of $16,218,516, with Proceeds of from the Issuance of Common Shares providing cash of $17,064,676, while Share Subscriptions previously received reduced cash by ($846,160).


24,296,630 common shares were issued during the fiscal year, which included 7,700,000 common shares issued pursuant to a private placement of units and flow-through common shares at $1.05 each for gross proceeds of $8,085,000; 400,000 shares issued pursuant to a private placement of units at $1.10 per unit for gross proceeds of $440,000; 3,931,800 common shares issued pursuant to a private placement of flow-through common shares  at $0.70 per share for gross proceeds of $2,752,260; 5,501,000 common shares issued pursuant to a private placement of units at $0.65 per unit for gross proceeds of $3,575,650; 665,000 flow-through common shares issued pursuant to a private placement at $0.55 per share for gross proceeds of $365,750; 5,920,000 common shares issued pursuant to a private placement of units at $0.50 per unit for gross proceeds of $2,960,000; and 15,000 common shares issued pursuant to the exercise of warrants for proceeds of $12,000. Unbridled also issued 163,830 common shares for finder’s fees. The Company’s cash position at the end of the year was $3,488,898, an increase of $710,971.


Year Ended April 30, 2006


Working capital totaled $1,688,082 as of April 30, 2006. Operating Activities provided cash during the year of $882,017. The net loss of ($717,289) was offset by adjustments including Stock-based Compensation of $149,875, Write-off of Mineral Property Costs of $367,765, and Loss on Disposal of Equipment of $5,275. Significant Changes in Non-cash Working Capital items included an increase in Accounts Payable of $1,113,190, and increase in Due to Related Parties of $2,325. GST Receivable used cash of ($27,248), while an increase in Prepaid Expenses used cash of ($11,876). Investing Activities used cash of ($2,198,152), which included Acquisition of Oil and Gas Properties of ($1,972,125), Mineral Property Costs of ($219,756), Acquisition of Equipment of ($13,271), and proceeds from disposal of equipment providing cash of $7,000. Financing Activities provided cash of $3,583,402, with Proceeds from Issuance of Common Shares providing cash of $2,154,752, and Share Subscriptions providing cash of $1,428,650. Cash at the end of the year was $2,777,927, an increase of $2,267,267.



34




During the year, the Company issued a total of 8,197,500 common shares: 3,000,000 were issued pursuant to property acquisition agreements at a deemed price of $1.25 per share for a deemed value of $3,750,000; 4,957,500 were issued pursuant to a private placement of units at $0.425 per unit for proceeds of $2,106,938; and 240,000 common shares were issued pursuant to the exercise of warrants at $0.25 per share for proceeds of $60,000.


Year Ended April 30, 2005


The Company’s working capital totaled $497,206 as of April 30, 2005. Operating Activities used cash of ($53,196). In addition to the year’s net loss of ($62,476), non-cash charges included Future Income Tax Recovery of ($24,654), Stock-based Compensation for grant of stock options of $22,385, decrease in GST Receivable of $796, and an increase in Accounts Payable and Accrued Liabilities of $10,753. Investing Activities used cash of ($18,003), with the entire amount attributed to Mineral Property Costs related to the Kettle Property. Financing Activities provided cash of $469,940, all related to Proceeds from Issuance of Common Shares. Cash at the end of the year was $510,660, an increase of $398,741.


During the year, the Company issued a total of 2,530,000 common shares. 2,400,000 common shares were issued pursuant to the Company’s Initial Public Offering at a price of $0.25 per share for gross proceeds of $600,000; 30,000 common shares were issued for Agent’s Commission related to the IPO; and 100,000 common shares were issued pursuant to the option agreement on the Kettle Property at a deemed price of $0.10 per share for a deemed value of $10,000.


US GAAP Reconciliation with Canadian GAAP


Mineral Property Costs


Under Canadian GAAP, acquisition costs including staking costs are capitalized.  In accordance with EITF 04-2 under US GAAP, acquisition costs only are considered tangible assets and are capitalized.  The capitalized acquisition costs are reviewed by management for impairment whenever circumstances change which could indicate that the carrying amount of these assets may not be recoverable based on proven and probable reserves. Under Canadian GAAP, exploration expenditures include all direct and indirect exploration activities and are capitalized.  Under US GAAP, exploration expenditures include only direct exploration activities and are expensed as incurred unless commercial feasibility is established.


Oil and Gas Properties


There are certain differences between the full cost method of accounting for oil and gas assets as applied in Canada and the United States.  The principal difference is in the method of performing ceiling test evaluations under the full cost method.  Canadian GAAP requires the ceiling test evaluation to use estimates of future oil and gas prices and costs plus the value of unproved properties on an undiscounted basis.  To calculate the amount of impairment, the future net cash flows of a cost center’s proved and probable reserves are discounted using a risk-free interest rate.






35



In the ceiling test evaluation for U.S. GAAP purposes, under Regulation S-X, future net cash flows from proved reserves using period-end, non-escalated prices and costs are discounted to present value at 10% per annum plus the value of unproved properties is compared to the carrying value of oil and gas assets.


Flow-through Shares


Under US GAAP, proceeds from the issuance of flow-through shares are allocated amongst the fair value of the stock issued and the price the investor pays.  The difference between the fair value and the price paid is recognized as a liability for accounting purposes.  The liability is relieved and the corresponding future tax liability is recorded when the Company renounces its exploration expenditures to the flow-through share investors.


The reader is advised to consult Unbridled’s audited annual financial statements for eight month transition period ended December 31, 2007 and the fiscal year ended April 30, 2007, particularly Note 19, for quantification of the differences.


Variation in Operating Results


The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds, and has recently begun to receive revenue from oil and gas sales.


Management periodically, through the exploration process, reviews results both internally and externally through resource industry professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of resource deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future commodity prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.


The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as noted in Note 19 to the financial statements.  The value of the Canadian Dollar in relationship to the US Dollar was $0.99 as of December 31, 2007 and May 30, 2008.


Research and Development


The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.


Trend Information  


The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s operations or financial condition.


Off-Balance Sheet Arrangements


The Company has no off-balance sheet arrangements.


36




Tabular Disclosure of Contractual Obligations


Table No. 5

Contractual Obligations

As of April 30, 2007


 

Payments Due by Period

Contractual Obligations

as of January 1, 2007

Total

Less than

1 year

1- 3 years

3 -5 years

More than

5 years

      

Long Term Debt Obligations

None

None

None

None

None

Capital Lease Obligations

None

None

None

None

None


Operating Lease Obligations

$1,192,164

$228,181

$469,076

$336,795

$158,112

Purchase Obligations

None

None

None

None

None

Other-Long Term Liabilities Reflected on

the Balance Sheet


None


None


None


None


None

Total

$1,192,164

$228,181

$469,076

$336,795

$158,112


Operating lease obligations consist of amounts due under an office lease for the Company’s executive offices in Calgary, Alberta, and Sewickley, Pennsylvania.


Item 6.  Directors, Senior Management and Employees


Table No. 6 lists, as of 5/30/08, the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  All Directors are citizens of Canada except Joseph H. Frantz ,Jr. and Richard Day, who are citizens of the United States.


Table No. 6

Directors


Name

Age

Date First Elected/Appointed

Richard Day

56

September 11, 2007

Joseph H. Frantz Jr.

48

October 17, 2006

Daniel O’Byrne

48

March 17, 2006

Robert Penner

63

June 18, 2007

Craig Steinke

49

October 17, 2006


Table No. 7 lists, as of 5/30/08, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada except Joseph H. Frantz ,Jr. and J. Michael Scureman, who are citizens of the United States.






37




Table No. 7

Executive Officers

                                                                                                                                


Name


Position


Age

Date of

Appointment

Joseph H. Frantz Jr.

President and CEO

48

September 22, 2006

J. Michael Scureman

Chief Financial Officer

54

June 11, 2007

Michael O’Byrne

Vice-President, Land

46

August 15, 2006

Robert Pryde

Vice-President, Exploration

49

August 15, 2006

Carmen Etchart

Corporate Secretary

40

May 15, 2006

Craig Steinke

Chairman

49

October 18, 2006


Joseph H. Frantz Jr., of Pittsburgh, Pennsylvania, is President, CEO and a Director of Unbridled. He was named President and CEO in September 2006 and Director at the Company’s meeting of shareholders held on October 17, 2006. Mr. Frantz has worked in the oil and gas field for 24 years, with 18 years specializing in unconventional oil and gas, including coalbed methane, shale gas, and tight gas. His work has included project management, exploration and development project evaluation, well test and production data analysis, reservoir stimulation, reserves studies, hydraulic fracturing, and horizontal well evaluations. Prior to joining the Company, he was a consulting and solutions manager for Schlumberger Data and Consulting Services, where he helped lead projects on several emerging U.S. shale gas projects, and was operations manager of the Holditch-Reservoir Technologies Consulting Services Pittsburgh office where he primarily focused on the dissemination of evaluation practices on shale reservoirs. While at Holditch, he participated in studies on shale reservoirs in the United States as well as studies on coal bed methane and tight gas sands reservoirs in North America and internationally. From 1990 to 1997, he was a consultant for S.A. Holditch & Associates as a senior petroleum engineer and later Vice-President and division manager of the Pittsburgh office. From 1982 to 1990, he worked for Getty Oil and Texaco in several capacities, including senior petroleum engineer. Mr. Frantz is a registered petroleum engineer, and an active member of the Society of Petroleum Engineers (“SPE”) where he has served on many SPE committees and a former Chairman of the Pittsburgh Petroleum section. He received his Bachelor of Science degree from Pennsylvania State University in 1981 in petroleum and natural gas engineering. Mr. Frantz devotes 100% of his time to the Company’s affairs.


J. Michael Scureman, of Pittsburgh, Pennsylvania, was named Chief Financial Officer in June 2007. Mr. Scureman is a CPA in the State of Pennsylvania, and holds a BS in Accounting from the Pennsylvania State University. Prior to joining Unbridled, he served as the CFO and Treasurer for the Allegheny County Airport Authority which is responsible for the operation and management of Pittsburgh International Airport and Allegheny County Airport. From 1993 to 2001, he was in management and financial positions, including Vice President Finance and Site Manager, for Degussa Metals Catalysts Cerdec Corporation. From 1980 to 1993, he was in senior positions, including President and CFO of Continental Reserves Inc., an oil and gas producer in West Virginia. Mr. Scureman devotes 100% of his time to the Company’s affairs.








38




Michael O’Byrne, of Calgary, Alberta, was named Vice-President, Land in August 2006. Mr. O’Byrne has been active in the oil and gas industry for more than 12 years as a Landman, Land Manager, and as Vice-President of Land. His work has included oil and gas acquisitions and divestitures and the preparation of joint-venture documentation. He currently serves as a Director and Principal of White Max Energy Ltd., a private oil and gas production company. He was a founding shareholder and former principal and officer of Golden Eagle Energy, a private oil and gas exploration and production company, and is the past President of OMJ Land Services Ltd., a provider of administrative services to the oil and gas industry. Since 2003, he has served as a Director of Storm Cat Energy, a publicly-held unconventional oil and gas exploration and production company whose shares are traded on the TSX and American Stock Exchange. Mr. O’Byrne devotes approximately 100% of his time to the Company’s affairs.


Robert Pryde, of Calgary, Alberta, was named Vice-President, Exploration in August 2006. Mr. Pryde is a petroleum geologist who obtained his Bachelor of Science in Geology from the University of Calgary in 1982 and is a member of the Canadian Society of Petroleum Geologists, the American Association of Petroleum Geologists, the Association of Professional Engineers, Geologists, and Geophysicists of Alberta, and the Geological Society of America. From 2004 until joining the Company, he was a Geological Advisor to Encana Corporation’s Unconventional Natural Gas Group, with particular emphasis on gas shales and coal bed methane in Western Canada. He reviewed and vetted technical aspects of unconventional projects, and set budgets and staffing levels. From 2001 to 2004, he was an Exploration Manager with Tom Brown Resources, and prior to joining Tom Brown he was a Group Leader/Senior Exploration Geologist with Alberta Energy, a Senior Exploration Geologist with Norcen Energy and with Gulf Canada Resources Ltd. Mr. Pryde devotes approximately 100% of his time on the Company’s affairs.


Carmen Etchart, of Surrey, British Columbia, was named Corporate Secretary in May 2006. Ms. Etchart has a background in administration and event planning & execution. For the past 20 years, she has worked in a variety of industries in Canada and Internationally including manufacturing, event planning, fundraising, auto wholesale, public service, construction and property management.  Ms. Etchart devotes approximately 70% of her time on the Company’s affairs.


Richard Day, of Buffalo, New York, was named a Director of the Company at the Company’s Annual General Meeting held on September 11, 2007. Mr. Day is an attorney and partner with Hiscock & Barclay, LLP in Buffalo, where his practice focuses on general corporate, business and commercial law, and is Chair of the International Business Practice Area. He is a member of the New York State Bar Association and the Erie County Bar Association. He has a B.A. from Bucknell University and is a graduate of the Cornell University Law School. Mr. Day is a member of the Greater Buffalo Partnership Community Council, and a trustee of several organizations, including Daemen College, Orchard Park Foundation for Academic Excellence, Heritage Foundation, and the Samuel Friedman Foundation. He devotes approximately 5% of his time to the Company’s affairs.








39




Daniel O’Byrne, of Calgary, Alberta, was named a Director of the Company in March 2006. He is currently executive vice-president, operations and COO of Provident Energy Trust, a public company whose trust units are traded on the TSX and the NYSE. Prior to joining Provident, he was vice-president, technical services for Nexen Inc from 2001 to 2005; vice-president, technical services for Canadian Occidental/Wascana Energy from 1998 to 2001, and vice-president, operations Yemen for Canadian Occidental from 1997 to 1998. He received a Bachelor of Science in Petroleum Engineering from the University of Alberta and an MBA from the University of Western Ontario. He is a member of the Association of Professional Engineers, the Geologists and Geophysicists of Alberta, and is a former director of the Petroleum Technology Research Centre and a past chair of the Canadian Oil Sands Network for Research and Development. Mr. O’Byrne devotes approximately 10% of his time to the Company’s affairs.


Robert Penner, of Calgary, Alberta, was appointed a Director of the Company in June 2007. Mr. Penner is a Chartered Accountant who retired as senior tax partner with KPMG in 2004. He has more than 35 years of public practice providing advisory services on taxation and related matters, focused on the private and public natural resource sectors. Mr. Penner currently serves as a director of several other public natural resource companies, including Storm Cat Energy, a publicly-held unconventional oil and gas exploration and production company whose shares are traded on the TSX and American Stock Exchange; director of Corridor Resources Inc., a natural gas producer and explorer whose common shares are traded on the TSX; director of Gastar Exploration Ltd., a natural gas and coal-bed methane producer and explorer whose common shares are traded on the TSX and American Stock Exchange; director of Terra Energy Corp., an oil and natural gas producer traded on the TSX-V; and a director of Sustainable Energy Technologies Ltd., a solar energy equipment manufacturer whose common shares are traded on the TSX-V. Mr. Penner devotes approximately 10% of his time to the Company’s affairs.


Craig Steinke, of White Rock, British Columbia, was appointed Chairman and a Director of the Company in October 2006. He is the founder and President of Reconnaissance Energy Corporation, a private oil and gas property acquisition and corporate finance company which specializes in initiating and developing successful unconventional natural gas exploration and production companies. He is a founder and past Chairman of Storm Cat Energy, a public unconventional oil and gas exploration and production company traded on the TSX and American Stock Exchange. He has founded and served as Chief Executive Officer and Director of various Canadian junior oil and gas exploration and production companies; both publicly and privately held. Mr. Steinke devotes approximately 50% of his time to the Company’s affairs.


No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.


There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he was selected as a Director or Executive Officer. No members of the Board of Directors are related, although Daniel O’Byrne, Director, and Michael O’Byrne, Vice-President, Land, are brothers.


40



COMPENSATION


The Company has no arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation. Certain Directors have been compensated for providing management services, consulting and expert services during the most recently completed fiscal year.


The Company has a formal stock option plan for the granting of incentive stock options to directors, officers and consultants; refer to ITEM #10, "Stock Options" for details of the Plan.


Table No. 7 sets forth the compensation paid to the Company’s executive officers and members of its administrative body during the eight month transition period ended December 31, 2007 and the last three fiscal years ended April 30th.


Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted

 


Name

Fiscal

Period


Salary


Options Granted


Other Compensation

Joseph Frantz Jr.,

President, CEO and Director

Transition Period

Fiscal 2007

$97,500

Nil

Nil

400,000

$19,710 (1)

$58,230

     

J. Michael Scureman

Chief Financial Officer

Transition Period

$75,000

400,000

$15,400 (2)

     

Michael O’Byrne,

Vice President

Transition Period

Fiscal 2007

Fiscal 2006

$86,667

$92,083

Nil

Nil

200,000

200,000

Nil

Nil

Nil

     

Robert Pryde,

Vice President

Transition Period

Fiscal 2007

$86,667

$92,083

Nil

400,000

Nil

Nil

     

Carmen Etchart,

Corporate Secretary

Transition Period

Fiscal 2007

Nil

Nil

Nil

100,000

$40,422 (3)

$34,800


Craig Steinke,

Director and Chairman

Transition Period

Fiscal 2007

Fiscal 2006

None

None

None

Nil

Nil

Nil

$   128,410 (4)

$     82,940

$4,125,000

     

Daniel O’Byrne,

Director

Transition Period

Fiscal 2007

Fiscal 2006

None

None

None

Nil

Nil

100,000

$ 6,000 (5)

None

None

     

Robert Penner,

Director

Transition Period

None

100,000

$ 9,875 (6)

     

Richard Day,

Director

Transition Period

None

100,000

$32,775 (7)


Christopher Dyakowski,

Former Director and President

Transition Period

Fiscal 2007

Fiscal 2006

Fiscal 2005

None

None

None

None

Nil

Nil

100,000

352,083 (8)

$20,000 (9)

$60,000

$40,000

$30,000



41




Susan Wong,

Former Chief Financial Officer

Fiscal 2007

Fiscal 2006

Fiscal 2005

None

None

None

None

None

50,000 (8)

$  4,000 (10)

$18,500

$  6,000

     

Sandra Morton,

Former Corporate Secretary

Fiscal 2006

Fiscal 2005

None

None

None

50,000 (8)

None

None

     

Robert Mummery,

Former Director

Transition Period

Fiscal 2007

Fiscal 2006

None

None

None

Nil

Nil

100,000

None

None

None

     

Ronald Husband,

Former Director

Fiscal 2006

Fiscal 2005

None

None

None

242,183 (8)

None

None

     

William Schmidt

Former Director

Fiscal 2007

Fiscal 2006

Fiscal 2005

None

None

None

Nil

50,000

50,000 (8)

$42,585 (11)

$33,801

$26,086


(1)

The “Other Compensation” paid to Mr. Frantz for the eight month transition period includes directors fees of $7,875, and the remainder was pursuant to an employment agreement dated September 1, 2006.

(2)

The “Other Compensation” paid to Mr. Scureman was pursuant to an employment agreement dated May 17, 2007.

(3)

The “Other Compensation” paid to Ms. Etchart related to consulting fees for Administrative Services.

(4)

The “Other Compensation” listed for Craig Steinke, Director, for the eight month transition period includes directors fees of $7,250 and consulting fees of $121,160 paid to Reconnaissance Energy Corp,  a private company owned by Craig Steinke; For fiscal 2007, it includes Consulting Fees paid to Reconnaissance Energy Corp. The Other Compensation for 2006 consists of 3,000,000 common shares issued to Reconnaissance at a deemed price of $1.25 per share under he Chambers Property Agreement, and $375,000 cash paid to Reconnaissance under the Tsuu T’ina assignment agreement.

(5)

The “Other Compensation” listed for Daniel O’Byrne, Director, is for directors fees.

(6)

The “Other Compensation” listed for Robert Penner, Director, is for directors fees.

(7)

The “Other Compensation” listed for Robert Day, Director, for the eight month transition period includes directors fees of $9,875 and $22,900 for legal fees paid to Hiscock & Barclay, LLP, for which Mr. Day is a partner.  

(8)

All options granted during fiscal 2005 were surrendered to the Company unexercised.

(9)

The “Other Compensation” listed for Christopher Dyakowski, former President, CEO, and Director, includes $60,000 (FY 2005 - $40,000; 2004 - $15,000) paid to Max Investments, a private investment company owned by Mr. Dyakowski, for management services. FY 2004 Other Compensation also includes $2,000 for property evaluation and $13,079 for deferred property exploration services.

(10)

The “Other Compensation” listed for Susan Wong, relates to consulting fees for Accounting and Administrative Services.

(11)

The “Other Compensation” listed for William Schmidt, former Director, is for payments for legal services paid to the law firm of Hemsworth, Schmidt, of which William Schmidt is a partner.


No funds were set aside or accrued by the Company during the eight month transition period or during Fiscal 2007 to provide pension, retirement or similar benefits for Directors or Executive Officers.


Staffing


The Company currently has two employees and 5 executive officers. The Company’s non-management employees are office managers located in Calgary and Pittsburgh. The Company contracts for certain services, including management services and accounting, as well as oil and gas exploration services, as needed.




42




Share Ownership


The Registrant is a publicly owned Canadian corporation, the shares of which are owned by residents of Canada and other countries.  The Registrant is not controlled by another corporation as described below.


Table No. 8 lists, as of 6/5/2008, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.  


Table No. 9

Shareholdings of Directors and Executive Officers


Title

of

Class



Name of Beneficial Owner

Amount and Nature

of Beneficial

Ownership

Percent

of

Class

    

Common

Joseph Frantz Jr. (1)

1,217,500

1.73%

Common

J. Michael Scureman (2)

655,250

0.93%

Common

Michael O’Byrne (3)

930,000

1.33%

Common

Robert Pryde (4)

1,175,000

1.67%

Common

Carmen Etchart (5)

345,000

0.49%

Common

Richard Day (6)

197,220

0.28%

Common

Daniel O’Byrne (7)

90,000

0.13%

Common

Robert Penner (8)

287,500

0.41%

Common

Craig Steinke (9)

4,247,750

6.06%

    
 

Total Officers and Directors

9,145,220

12.72%


(1)

Of this total, 400,000 represent exercisable share purchase options and 137,500 represent stock purchase warrants.

(2)

Of this total, 250,000 represent exercisable share purchase options. Mr. Scureman also has been granted an additional 150,000 share purchase options which have not yet vested.

(3)

Of this total, 200,000 represent exercisable share purchase options; 35,000 represent stock purchase warrants held directly; and 20,000 represent stock purchase warrants held by OMJ Land Services Ltd., a company wholly-owned by Michael O’Byrne.

(4)

Of this total, 400,000 represent exercisable share purchase options, and 50,000 represent stock purchase warrants. 675,000 of the common shares are held directly, and 50,000 common shares are held in the name of Kelly Pryde, Mr. Pryde’s wife.

(5)

Of this total, 100,000 represent share purchase options.

(6)

Of this total, 69,443 represent stock purchase warrants, and 33,334 represent exercisable share purchase options. Mr. Day has been granted an additional 66,666 share purchase options which have not yet vested.

(7)

Of this total, 40,000 represent common stock purchase warrants. 50,000 common shares are held indirectly in the name of RBC Financial, with Daniel O’Byrne as beneficial owner.

(8)

Of this total, 25,000 represent stock purchase warrants, and 62,500 represent exercisable share purchase options. Mr. Penner has been granted an additional 37,500 share purchase options which have not yet vested.

(9)

Of this total, 3,000,000 are common shares owned by Reconnaissance Energy Corporation, a private company controlled by Craig Steinke; 117,000 represent common stock purchase warrants.


43



#  Based upon 69,933,618 common shares outstanding as of 6/5/2008 and Warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table Number 12, “Stock Options Outstanding”, which includes the number of options granted, exercise price, and expiration date of the options.


Board Practices


The Board of Directors currently has 4 committees. These are the Audit and Finance Committee, the Nominating and Corporate Governance Committee, Compensation Committee, and the Disclosure Committee.


The Audit and Finance Committee assists the Board in fulfilling its responsibility for the oversight and quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit, and the legal and compliance and ethics programs of the Company as established by management and the Board. The Committee is required to meet once per quarter, and shall consist of at least three directors, the majority of whom will be non-officers. The Committee currently consists of Robert Penner, Joseph Frantz Jr., and Richard Day.


The Nominating and Corporate Governance Committee is responsible for identifying new candidates for the Board of Directors as necessary, after considering what competencies and skills the directors as a group should possess and assessing the competencies and skills the directors as a group should possess and assessing the competencies and skills of the existing and any proposed directors, and considering the appropriate size of the Board. The Committee shall consist of at least 2 Directors, and currently consists of Richard Day, Robert Penner, and Craig Steinke.


The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relative to the compensation of senior management of the Company, evaluating performance in light of these goals and making recommendations to the Board with respect to executive compensation levels based on that evaluation, reviewing and making recommendations to the Board with respect to the adequacy and form of the compensation of the Directors, and reviewing executive compensation disclosure before it is publicly issued. The Committee currently consists of three Directors; Joseph Frantz Jr. Richard Day, and Robert Penner.


The Disclosure Committee is responsible for ensuring that information required to be disclosed by the Company is recorded, processed, summarized, approved and reported within the time periods specified in the applicable securities rules and regulations. The Disclosure Committee currently consists of Richard Day, Robert Penner, and Joseph Frantz Jr.


Copies of the Committee Charters and systems of operations have been filed as exhibits to the Company’s Form 20-F Registration Statement.


Directors Fees


The Company has adopted a Director Compensation Policy effective as of September 11, 2007. All Directors will be paid quarterly for their services.




44



Each Director will receive a one-time grant of 100,000 common share purchase options within 30 days of the date of his or her initial appointment or election to the Board, which options will vest as to 1/3 every six months, provided that they are subject to immediate vesting upon change of control of the Company. Each Director that has served for a complete year (i.e., the period between two successive Annual General Shareholder Meetings) will be deemed to have earned an additional 25,000 fully-vested common share purchase options as at the close of business on the day immediately preceding the Company’s Annual General Shareholder Meeting.; such options will be treated as having been earned for past services to the Company such that both continuing and retiring Directors that have served for the year then just completed will be awarded the options immediately prior to the opening of the Annual General Meeting.


Each Director will be paid a stipend of US$1,000 per quarter, plus an additional US$2,500 per quarter for physical attendance or US$1,500 per quarter for conference call attendance at the Company’s quarterly Board meetings. Each Director will be paid US$2,500 per year for service as a Board Committee Chair, $500 per meeting held in addition to quarterly Board meetings, plus $1,000 per year for Directors who serve on a Committee of the Board, but do not act as Committee Chairman.


Officers and Directors Stock Options


As of 6/5/2008, officers and directors hold the following common share purchase options:




Name

Number of

Options

Granted

Exercise

Price

(CDN$)


Expiration

Date

    

Joseph H. Frantz Jr.,

President and CEO

400,000

$0.75*

September 5, 2011

    

Michael O’Byrne,

Vice-President, Land

200,000

$0.75 *

August 17, 2011

    

Robert Pryde,

Vice-President, Exploration

400,000

$0.75 *

August 17, 2011

    

Carmen Etchart,

Corporate Secretary

100,000

$0.75 *

May 15, 2011

    

J. Michael Scureman,

Chief Financial Officer

400,000

$0.75

July 17, 2012

    

Richard Day,

Director

100,000

$0.75

November 19, 2012

    

Daniel O’Byrne,

Director

None

N/A

N/A

    

Robert Penner,

Director

100,000

$0.75

July 17, 2012

    

Craig Steinke,

Director and Chairman

None

N/A

N/A


45




*

The exercise price of these options was repriced to $0.75 effective January 7, 2008. Shareholder approval for the repricing was received at the Company’s Annual General Meeting held on June 3, 2008, and the required TSX Venture Exchange approval was received on June 19, 2008.


Item 7.  Major Shareholders and Related Party Transactions


The Company is aware of two persons/companies who beneficially owns 5% or more of the Registrant's voting securities. Table No. 10 lists as of 6/5/08, persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.


Table No. 10

5% or Greater Shareholders


Title of Class

Name of Owner

Amount and Nature of Beneficial Ownership

Percent of Class

    

Common

Sprott Asset Management Inc. (1)

13,500,000

18.14%

Common

Craig Steinke (2)

4,247,750

6.06%


(1)

4,500,000 of these common shares are represented by common stock purchase warrants.

(2)

3,000,000 of these common shares are owned by Reconnaissance Energy Corporation, a private company controlled by Craig Steinke; 117,000 represent common stock purchase warrants.


#  Based upon 69,933,618 common shares outstanding as of 6/5/2008 and Warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table Number 12, “Stock Options Outstanding”, which includes the number of options granted, exercise price, and expiration date of the options.


No shareholders of the Company have different voting rights from any other shareholder.


INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS


In December 2005, the Company entered an agreement with Reconnaissance Energy Corp. whereupon the Company agreed to acquire a 20% working interest in an existing recompleted natural gas well and exploration project located in the Ferrier area of west-central Alberta which was acquired from White Max Energy. The consideration for its interest in this project, known as the Chambers Property, was 3,000,000 common shares of the Company at a deemed price of $1.25 per share for total value of $3,750,000. In March 2006, the Company entered into a separate agreement with Reconnaissance Energy. Under this agreement, the Company agreed to acquire a 50% participating interest in a joint venture with Arapahoe Energy Corporation on the Tsuu T’ina First Nation Reserve southwest of Calgary, Alberta. As consideration of the assignment of the interest by Reconnaissance to the Company, the Company agreed to pay Reconnaissance $375,000 on closing and, if and when an independent engineering report reports proven gas reserves on the property of not less than 3 billion cubic feet or equivalent net to the Company’s 50%, Unbridled will pay Reconnaissance an additional $375,000. Craig Steinke, President of Reconnaissance, was subsequently named a Director of Unbridled.




46




The December 2005 agreement with Reconnaissance relates to the acquisition of an interest originally acquired by Reconnaissance from White Max Energy. In April 2006, the Company entered into a separate agreement with White Max Energy Ltd. on the Chambers Property whereupon the Company agreed to acquire a 5% working interest and an 8% Gross Overriding Royalty on a 7% working interest as well as a 30% working interest in another well for $475,000 cash. Michael O’Byrne, Vice-President, Land for the Company, is also a Vice-President of White Max.


During the eight month Transition Period, Christopher Dyakowski, former President and former Director, was paid $Nil (FY2007 - $Nil; FY2006 - $35,097; FY2005 -- $nil) in deferred exploration expenditures for exploration work on the Kettle Property. Max Investments, a private management company owned by Christopher Dyakowski, was paid $20,000 (FY2007 - $60,000; FY2006 - $40,000; FY2005 - $30,000) for management services pursuant to a management services contract.


Susan Wong, former Chief Financial Officer, was paid Nil during the eight month Transition Period (FY2007 - $4,000; FY2006 - $18,500; FY2005 - $6,000) for Accounting and Administration services.


Reconnaissance Energy, a private company owned by Craig Steinke, Director, received $121,160 during the eight month Transition Period, and $82,940 in fiscal 2007, for consulting services.


Carmen Etchart, Corporate Secretary, received consulting fees of $40,422 during the eight month Transition Period and $34,800 during fiscal 2007, for administrative services.


Hiscock & Barclay LLP, a law firm for which Richard Day, Director, serves a partner, was paid $22,900 for legal services during the eight month Transition Period.


Hemsworth, Schmidt, a law firm for which William Schmidt, former Director, serves as a partner, was paid $Nil during the eight month Transition Period (FY2007 - $12,345; FY2006 - $33,801; FY2005 – Nil) for legal services. Hemsworth, Schmidt was also paid $Nil (FY2007 - $30,240; FY2006 – Nil; FY2005 - $26,086) for Share Issuance Fees.


During the fiscal year ended April 30, 2006, exploration equipment consisting of an all terrain vehicle was sold to San Marco Resources for proceeds of $7,000. San Marco Resources is a private company for which Christopher Dyakowski, former President and director, served as president.













47




Item 8.  Financial Information


The financial statements as required under ITEM #8 are attached hereto and found immediately following the text of this Annual Report.  The audit report of BDO Dunwoody LLP, Chartered Accountants, is included herein immediately preceding the financial statements and schedules.


Since the end of the eight month Transition Period ended December 31, 2007, the Company completed a private placement of common share units and flow-through common shares. 19,964,350 common share units were issued at a price of $0.30 per unit for gross proceeds of $5,989,305. Each unit consisted of one common share and one-half of a share purchase warrant, with each full warrant exercisable into one common share at a price of $0.45 until November 7, 2009. The Company also issued 5,435,300 flow-through common shares at a price of $0.33 per share for gross proceeds of $1,793,649. Proceeds from the completed placement will be used for property acquisitions as well as funding development programs on the Company’s existing property interests, and for general corporate purposes.



Item 9.  Offer and Listing of Securities


As of December 31, 2007, the authorized capital of the Company consisted of an unlimited number of common shares and an unlimited number of preferred shares.  There were 44,533,968 common shares issued and outstanding and no preferred shares issued and outstanding as of December 31, 2007, and 69,933,618 common shares issued and outstanding as of June 4, 2008.


NATURE OF TRADING MARKET


The Company's common shares are issued in registered form and the following information is taken from the records of Pacific Corporate Trust Company.  Pacific Corporate Trust Company is located 510 Burrard Street, 2nd Floor, Vancouver, British Columbia, V6C 3B9.

 

On June 4, 2008, the shareholders' list for the Company's common shares showed 164 Registered shareholders, including share depositories, and 69,933,618 common shares issued and outstanding. Of the total registered shareholders, including share depositories, 104 are resident in Canada holding 66,099,148 common shares representing 94.52% of the total shares outstanding; 42 registered shareholders are resident in the United States, holding 2,373,622 common shares representing 3.39% of the total shares outstanding; and 18 registered shareholders are resident in other nations, holding 1,460,848 common shares, or 2.09% of the total shares outstanding.


The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.


The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.


The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is “UNE”. The CUSIP number is 904296100.




48




Table No. 11 lists the volume of trading and high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares since its listing on March 16, 2005. There have been no significant trading suspensions of the Company’s common stock since its initial listing.


Table No. 11

TSX Venture Exchange

Common Shares Trading Activity


 

- Sales -

Canadian Dollars

Period

High

Low

Close

    

May 2008

$0.45

$0.30

$0.40

April 2008

$0.47

$0.25

$0.32

March 2008

$0.32

$0.24

$0.30

February 2008

$0.35

$0.28

$0.32

January 2008

$0.47

$0.30

$0.34

December 2007

$0.39

$0.30

$0.32


Three Months Ended   3/31/08

$0.47

$0.24

$0.30

Two Months Ended   12/31/07

$0.50

$0.30

$0.32

Three Months Ended 10/31/07

$0.62

$0.28

$0.50

Three Months Ended   7/31/07     

$0.69

$0.41

$0.60

Three Months Ended   4/30/07

$0.70

$0.50

$0.52

Three Months Ended   1/31/07

$0.73

$0.57

$0.58

Three Months Ended 10/31/06

$1.50

$0.65

$0.67

Three Months Ended   7/31/06

$2.40

$1.06

$1.13

Three Months Ended   4/30/06

$2.00

$1.05

$1.70

Three Months Ended   1/31/06

$1.45

$0.53

$1.03

Three Months Ended 10/31/05

$0.75

$0.55

$0.65

Three Months Ended   7/31/05

$0.78

$0.48

$0.65

Three Months Ended   4/30/05

$0.80

$0.41

$0.49


Eight Month Transition Period Ended 12/31/07

$0.69

$0.28

$0.32

Fiscal Year Ended 4/30/07

$2.40

$0.50

$0.52

Fiscal Year Ended 4/30/06

$2.00

$0.48

$1.70

Fiscal Year Ended 4/30/05

$0.80

$0.41

$0.49



Table No. 12 lists, as of 6/5/08, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.












49




Table No. 12

Share Purchase Warrants Outstanding


Number of Share Purchase Warrants Outstanding


Exercise Price/share


Expiration Date

   

       400,000

$1.31

September 19, 2008

1,183,172

$0.75

October 26, 2008

558,466

$0.70

December 13, 2008  (1)

5,477,720

$1.00

December 13, 2008  (1)

50,659

$0.70

December 29, 2008  (2)

175,000

$1.00

February 8, 2009  (3)

26,250

$0.70

February 8, 2009  (3)

5,932,110

$0.85

April 27, 2009  (4)

456,050

$0.55

April 27, 2009  (4)

2,735,000

$0.85

May 17, 2009

171,150

$0.85

May 17, 2009

10,460,053

$0.45

November 7, 2009

Total:   27,625,630

  


(1)

These warrants have a Company acceleration expiry clause. If the Company’s common shares close at a price of $2.00 or above for 20 consecutive trading days during the term of the warrants, the Company may, at its option, accelerate the expiry of the warrants such that they will terminate 30 calendar days after the company exercises its option to accelerate.

(2)

These warrants have a Company acceleration expiry clause. If, after April 30, 2007, the Company’s common shares close at a price of $2.00 or above per share for 20 consecutive trading days, the Company may, at its option, accelerate the expiry of the warrants such that they will terminate 30 calendar days after the company exercises its option to accelerate.

(3)

These warrants have a Company acceleration expiry clause. If, after June 9, 2007, the Company’s common shares close at a price of $2.00 or above per share for 20 consecutive trading days, the Company may, at its option, accelerate the expiry of the warrants such that they will terminate 30 calendar days after the company exercises its option to accelerate.

(4)

These warrants have a Company acceleration expiry clause. If, after August 28, 2007, the Company’s common shares close at a price of $2.00 or above per share for 20 consecutive trading days, the Company may, at its option, accelerate the expiry of the warrants such that they will terminate 30 calendar days after the company exercises its option to accelerate.


American Depository Receipts.  Not applicable.

Other Securities to be Registered. Not applicable


The TSX Venture Exchange


The TSX Venture Exchange (“TSX-V”) is a result of the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.  


The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.




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The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the Toronto Stock Exchange which is Canada’s senior market and the Montreal Exchange which is Canada’s market for derivatives products.


The TSX-V currently has five service centers: Calgary, Toronto, Vancouver, Winnipeg and Montreal.  These service centers provide corporate finance, surveillance and marketing expertise.  The corporate office for the TSX-V is located in Calgary and the operations office is located in Vancouver.


The TSX-V is a self-regulating organization owned and operated by the TSX Group.  It is governed by representatives of its member firms and the public.


The TSX Group acts as a business link between TSX Venture Exchange members, listed companies and investors. TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.


Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Market Regulation Services Inc. (“RS”) which was created as a joint initiative of The Toronto Stock Exchange Inc. and the Investment Dealers Association of Canada.


RS is recognized as a self-regulatory entity in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec. As a Regulation Service Provider, RS provides independent regulation services to marketplaces (existing exchanges, quotation and trade reporting systems (QTRSs) and alternative trading systems (ATSs) and their participants in Canada that contract with RS Inc. for the provision of regulation services. As a national regulator for the Canadian marketplace, it is the first independent regulator of its kind for the Canadian securities market.


RS administers, oversees and enforces the Universal Market Integrity Rules (“UMIR”). To ensure compliance with UMIR, RS monitors real-time trading operations and market-related activities of marketplaces and participants. RS also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.


RS's areas of responsibility include Market Surveillance; Operations and General Counsel (Market Policy); and Investigations and Enforcement.


The Market Surveillance division monitors all securities trading for compliance with the Universal Market Integrity Rules and marketplace specific rules. Market Surveillance also investigates irregularities and complaints relating to trading on marketplaces for which RS acts as regulation services provider to ensure a fair and orderly marketplace for all participants. This division is responsible for market supervision, which includes monitoring trading activity and timely disclosure, as well as preliminary investigations and trade desk compliance.






51




The market surveillance department issues TSX-V notices to inform the public of halts, suspensions, delistings, and other enforcement actions.  All TSX-V notices can be found on the TSE/TSX website at www.tse.com.  In the public interest, trading halts or suspensions are maintained until the surveillance department is satisfied that there is adequate disclosure of the company’s affairs and a level playing field for investors. By Exchange policy, the department also reviews and approves certain types of transactions for all TSX listed companies. These types of transactions includes option grants, private placements and other share issuances, mergers and acquisitions, property-asset acquisitions and dispositions, loans, bonuses and finder’s fees, changes of business, name changes, stock splits, and related party transactions. If the Exchange’s review of such transactions finds them to be contrary to the public interest or is in violation of policy, approval for the transaction will be denied and any action taken by the company towards the completion of the transaction must be reversed.   


The Operations and General Counsel division is responsible for the development and  implementation UMIR as well as providing interpretations of, or exemptions from, UMIR with the goal of promoting market integrity. This division also coordinates all operational activities of RS including strategic planning and overall organizational matters. Finally, the General Counsel's office of this division is responsible for all legal services and matters relating to RS's Board of Directors.


The Investigation and Enforcement division is responsible for conducting investigations and prosecutions of violations of the UMIR and Policies and market integrity and market quality rules specific to the TSX Venture Exchange. Functions of this division include Investigations, Enforcement and Investigative Research.

 

a) Investigations

Investigations focus on activities that may be in breach of the UMIR and/or the rules of the TSX Venture Exchange. The types of violations frequently investigated include high closings, market manipulation, client priority trading violations, unapproved trading, trading in restricted securities and conduct inconsistent with the just and equitable principles of trade.


Requests for investigations come primarily from the Market Surveillance division of RS. Other sources include the provincial securities commissions, the Operations and General Counsel division, marketplaces, and in some instances, the general public. Investigators also lend assistance to investigations conducted by provincial securities commissions.


b) Enforcement

Once an investigation is complete and a decision has been made to proceed with a prosecution a statement of allegations is served upon the concerned party which references the rule or rules alleged to have been in violation. An Offer of Settlement is also presented to the concerned party, who can either accept or reject the Offer of Settlement. If accepted, the Offer of Settlement must be approved by a hearing panel of RS. The hearing panel may accept the Offer of Settlement or reject it. If the Offer of Settlement is rejected by either the concerned party or by a settlement hearing panel, a Notice of Hearing is issued and served upon the concerned party and the matter proceeds to a hearing before a hearing panel. If the hearing panel determines that an applicable requirement has been violated, it may impose a range of penalties, including a reprimand, a fine, or the restriction, suspension or revocation of access to a marketplace. After all hearings, there is an official public notification concerning the outcome of the hearing and the penalty or remedy imposed.




52




c) Investigative Research

The Investigative Research Division performs in-depth corporate research relating to officers, directors, and significant shareholders of organizations applying to list securities on the TSX Venture Exchange, or applying to obtain access to the marketplace's trading systems. Due diligence is a major function of the Enforcement division. The overall goal is to improve communication and to raise the standards of compliance in the securities trading industry.


Investors in Canada are protected by the Canadian Investor Protection Fund (“CIPF”). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the Toronto Stock Exchange, the Toronto Futures Exchange and the Investment Dealers Association of Canada.


United States Market


The Company’s Form 20-F Registration Statement has been declared effective, and the Company is subject to the reporting obligations and requirements under the Exchange Act of 1934. However, as a Foreign Private Issuer, Unbridled Energy is exempt from sections 14(a), 14(b), 14(c), 14(f) and 16 of the Act, which includes the Proxy Rules of Section 14 and the Short-Swing Profit Rules of Section 16.


LEGAL PROCEEDINGS


The Company currently has two active legal proceedings as plaintiff.


Unbridled’s major joint-venture partner in the Chamber’s project, Altima Resources Ltd. (“Altima”), has failed to perform financially beginning with the last two months of 2007 in regards to its obligations under signed obligations for expenditures (AFEs). The result is that the Company is owed approximately $2.2 million from Altima as of December 31, 2007. The Company is now exercising its rights under the Canadian Association of Petroleum Landmen Operating Procedure agreement to recover this amount, including setting off Altima’s share of income from the Chambers 3-17 well and initiating a legal action to sell Altima’s interest in the prospect to reduce the receivable.


The Company has initiated legal action against Canadian Phoenix Resources Corp. (formerly Arapahoe Energy Corporation), the operator of and the Company’s co-joint venture participant in the Tsuu T’ina prospect. The purpose of the action is to obtain a complete accounting of all joint interest billings and to recover funds owed to the Company by Canadian Phoenix, estimated to be between $350,000 to $1,300,000, as a result of project accounting discrepancies. Because Canadian Phoenix has refused to provide Unbridled with a full accounting for the Tsuu T’ina project, the Company is not presently able to confirm the exact amount owing. Canadian Phoenix has denied the Company’s claim, and the Company’s action is proceeding.


The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of the Company.






53




Item 10.  Additional Information


Share Capital


The Company has to date financed its operations through the issuance of common shares The changes in the Company’s share capital during the last 3 fiscal years are as follows:


During Fiscal 2005 ended April 30, 2005, the Company completed its Initial Public Offering of common shares in Canada. In the offering, 2,400,000 common shares were sold at a price of $0.25 per share for gross proceeds of $600,000. 30,000 common shares were issued to Canaccord Capital as an Agent’s Commission for the Initial Public Offering. The Company also issued 100,000 common shares at a deemed price of $0.10 per share pursuant to a property acquisition agreement.


During Fiscal 2006 ended April 30, 2006, 3,000,000 common shares were issued to Reconnaissance Energy pursuant to a property assignment agreement at a deemed price of $1.25 per share for a total deemed value of $3,750,000; 4,957,500 common shares were issued pursuant to a private placement at a price of $0.425 for proceeds of $2,106,938; 240,000 common shares were issued pursuant to the exercise of common stock purchase warrants at a price of $0.25 for proceeds of $60,000.


During Fiscal 2007 ended April 30, 2007, a total of 24,296,630 common shares were issued.  7,700,000 common shares were issued pursuant to a private placement of units and shares at $1.05 each for gross proceeds of $8,085,000; 400,000 shares were issued pursuant to a private placement at $1.10 for gross proceeds of $440,000; 3,931,800 common shares were issued pursuant to a private placement at $0.70 per share for gross proceeds of $2,752,260; 5,501,000 common shares were issued pursuant to a private placement at $0.65 per share for gross proceeds of $3,575,650; 665,000 common shares were issued pursuant to a private placement at $0.55 per share for gross proceeds of $365,750; 5,920,000 common shares were issued pursuant to a private placement at $0.50 per share for gross proceeds of $2,960,000; and 15,000 common shares were issued pursuant to the exercise of warrants at $0.80 per share for proceeds of $12,000. Unbridled also issued 163,830 common shares for finder’s fees.


During the eight month Transition Period ended December 31, 2007, the Company completed two private placements of its common shares. Under the first placement, the Company sold 150,000 flow-through common shares at a price of $0.55 per flow-through share for gross proceeds of $82,500, and sold 2,735,000 non-flow through units at a price of $0.50 per unit. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable into one common share at a price of $0.85 until May 17, 2009. Gross proceeds from the placement of the non-flow through units was $1,367,500.  In October 2007, the Company completed the second private placement. 1,183,172 common share units were sold at a price of $0.45 per unit for gross proceeds of $532,427. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable into one common share at a price of $0.75 until October 26, 2008.


During the period from December 31, 2007 up to the date of the filing, Unbridled has completed one private placement of common share units and flow-through shares. 19,964,350 common share units were issued at a price of $0.30 per unit for gross proceeds of $5,989,305. Each unit consisted of one common share and one-half of a share purchase warrant, with each full warrant exercisable into one common share at a price of $0.45 until November 7, 2009. The Company also issued 5,435,300 flow-through common shares at a price of $0.33 per share for gross proceeds of $1,793,649.


54



Flow-Through Shares


The Company funded a portion of its mineral exploration activities in British Columbia, Canada through the issuance of Flow-Through Common Shares. Common shares of exploration and development companies which are issued under the program are known as “Flow-Through” shares as the Company making the qualified expenditures flow-through such tax credits received to the purchasers of these specific common shares. Qualifying exploration work funded by the sale of flow-through shares falls under the British Columbia Mining Flow-Through Shares Tax Credit (“BCMFTS tax credit”) under a program of the provincial government of British Columbia. The flow-through share investors are qualified to receive the BCMFTS tax credit. This is a non-refundable income tax credit equal to 20% of qualifying exploration costs incurred in British Columbia which are financed by the proceeds of flow-through share issuances.


Since acquiring interests in oil and gas properties, the Company has also funded a portion of its exploration expenditures on these properties from the proceeds of the issuance of flow-through common shares. Proceeds from the sale of flow-through common shares that are used to fund certain types of exploration and development work in Canada may qualify for tax credits under Section 66 of the Income Tax Act of Canada. Qualifying expenditures made by eligible individuals and corporations conducting exploration and development in Canada may receive tax credits. Under the sales of such Flow-Through shares, the Company will renounce and distribute any credits received under the program to the purchasers of the Flow-Through shares.


During the fiscal year 2007 ended April 30, 2007, the Company issued 3,514,000 flow-through common shares at a price of $1.05 per share for proceeds of $3,689,700, and 3,931,800 at a price of $0.70 per share for proceeds of $2,752,260, and 665,000 flow-through common shares at a price of $0.55 per share for proceeds of $365,750. During the eight month Transition Period ended December 31, 2007, the Company issued 150,000 flow-through common shares at a price of $0.55 per flow-through share for gross proceeds of $82,500. From the period from December 31, 2007 up to the date of the filing, 5,435,300 flow-through common shares were issued at a price of $0.33 per share for gross proceeds of $1,793,649. These proceeds will be used for qualifying exploration expenditures on the Company’s Canadian oil and gas properties, and the amounts will be renounced to flow-through shareholders.


Escrow Shares


Under the policies of the TSX Venture Exchange for companies completing an Initial Public Offering (“IPO”), the common share positions of principals whose continuing role would be considered relevant to an investor’s decision to subscribe to the Issuer’s IPO must be covered by an escrow agreement.


Under an Escrow Agreement dated September 28, 2004, 3,701,666 common shares held by the Company’s Officers and Directors at the time of the Initial Public Offering were held in escrow by Pacific Corporate Trust Company as escrow agent. Under the Agreement, 10% of the original total of the escrowed shares on which the Company’s shares were listed on the TSX Venture Exchange (March 16, 2005) and 15% of the original number of shares would be released every six months after the original release. Under this schedule, all escrowed shares will have been released three years after the Listing Date. The Escrow Agreement restricts the sale, assignment, hypothecation and transfer of all escrowed shares except it does permit a transfer of escrowed shares to directors, senior officers or other principals of the Company.



55



During the fiscal year ended April 30, 2007, 1,110,500 shares were released from escrow, and leaving a balance of 1,110,500 shares in escrow.   During the eight month transition period ended December 31, 2007, 555,250 escrow shares were released, leaving a balance of 555,250 shares held in escrow as of December 31, 2007.  


Shares Not Representing Capital


In the most recent 3 fiscal years ended, the Company had issued 3,293,830 common shares for assets other than cash. These issuances include 3,000,000 shares issued to Reconnaissance Energy pursuant to the assignment of a property agreement; 100,000 pursuant to the option agreement on the Kettle mineral exploration property; 163,830 for finder’s fees, and 30,000 shares for an Agent’s Commission a private placement. These issuances represent 8.14% of the common shares issued and outstanding as of the end fiscal year ended April 30, 2007, and 7.40% of the common shares issued and outstanding as of December 31, 2007.

 

Shares Held By Company


-No Disclosure Necessary-


Stock Options


Stock Options to purchase securities from Registrant can be granted to Directors, Employees and Service Providers of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.


Under Unbridled’s Stock Option Plan, the Company may issue Stock options for up to 10% of the issued and outstanding common shares at the time of the grant on a non-diluted basis. These options may be granted from time to time, provided that stock options in favor of any one individual may not exceed 5% of the issued and outstanding common shares on a non-diluted basis.  Eligible persons include any director, officer, employee, consultant, or management company employee of the Company or any affiliate of the Company designated by the directors under the plan. No stock option granted under the stock option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee. The number of shares which may be issuable to any one optionee who is an insider or any associates of such insider shall not exceed 5% of the total outstanding issue, and no more than 2% of the issued shares of the Company may be granted to any one Consultant in any 12-month period.


The exercise prices for stock options are determined in accordance with TSX Venture Exchange guidelines and reflect the closing price of the Registrant's common shares immediately preceding the day on which the Directors grant the stock options (less any available discount) and the maximum term of each stock option does not exceed five years from the date of grant..


Subject to the policies of the TSX Venture Exchange, vesting of options is at the discretion of the Board with the exception that options granted to consultants conducting investor relations activities will vest over a period of not less than 12 months as to 25% on the date that is three months from the date of grant and a further 25% on each successive date that is three months from the date of the previous vesting, or such longer vesting period as the Board may determine.




56




The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 13 as of 6/5/2008, as well as the number of options granted to Directors and all employees as a group.


Table No. 13

Stock Options Outstanding




Name

Number of

Options

Granted

Number of

Options

Vested

Exercise

Price

(CDN$)


Expiration

Date

     

Joseph H. Frantz Jr.,

President and CEO

400,000

400,000

$0.75 *

September 5, 2011

     

J. Michael Scureman,

Chief Financial Officer

400,000

250,000

$0.75

July 17, 2012

     

Michael O’Byrne,

Vice-President, Land

200,000

200,000

$0.75 *

August 17, 2011

     

Robert Pryde,

Vice-President, Exploration

400,000

400,000

$0.75 *

August 17, 2011

     

Carmen Etchart,

Corporate Secretary

100,000

100,000

$0.75 *

May 15, 2011

     

Richard Day,

Director

100,000

33,334

$0.75

November 19, 2012

     

Daniel O’Byrne,

Director

None

N/A

N/A

N/A

     

Robert Penner,

Director

100,000

62,500

$0.75

July 17, 2012

     

Craig Steinke,

Director and Chairman

None

N/A

N/A

N/A

     

Total Officers and Directors

(9 persons)

1,700,000

1,445,834

  

Total Employees and Consultants

(8 persons)

10,000

50,000

150,000

100,000

205,000

6,250

37,500

75,000

100,000

101,250

$0.75

$0.75

$0.50

$0.75 *

$0.75

September 29, 2008

July 22, 2008

October 15, 2010

August 17, 2011

July 17, 2012

Total Stock Options Outstanding

2,215,000

1,765,834

  


*

The exercise price of these options was repriced to $0.75 effective January 7, 2008. Shareholder approval for the repricing was received at the Company’s Annual General Meeting held on June 3, 2008, and the required TSX Venture Exchange approval was received on June 19, 2008.




57





Memorandum and Articles of Association

The Company was originally incorporated under the Company Act of British Columbia on October 6, 2003 as “Leroy Ventures Inc”. Leroy later completed a transition rollover to the British Columbia Business Corporations Act (the “New Act”) which replaced the Company Act of British Columbia before changing the name of the Company to “Unbridled Energy Corporation” in July 2006. At the Annual and Special General Meeting of Shareholders held on October 17, 2006, shareholders approved the adoption of new Corporate Articles.


There are no restrictions on the business the Company may carry on in the Articles of Incorporation.


Under Article 17 of the Company’s Articles and Division 3 of the New Act, a director must declare its interest in any existing or proposed contract or transaction with the Company and is not allowed to vote on any transaction or contract with the Company in which has a disclosable interest, unless all directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution. A director may hold any office or place of profit with the Company in conjunction with the office of director, and no director shall be disqualified by his office from contracting with the Company. A director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services. A director may become a director or other officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise. The director shall not be accountable to the Company for any remuneration or other benefits received by him from such other corporation or firm subject to the provisions of the New Act.


Article 16 of the Company’s articles addresses the duties of the directors. Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders as governed by the New Act. Article 19 addresses Committees of the Board of Directors. Directors may, by resolution, create and appoint an executive committee consisting of the director or directors that they deem appropriate. This executive committee has, during the intervals between meetings of the Board, all of the directors’ powers, except the power to fill vacancies in the board of directors, the power to remove a director, the power to change the membership of, or fill vacancies in, any committee of the Board and any such other powers as may be set out in the resolution or any subsequent directors’ resolution.


Directors may also by resolution appoint one or more committees other than the executive committee. These committees may be delegated any of the directors’ powers except the power to fill vacancies on the board of directors, the power to remove a director, the power to change the membership or fill vacancies on any committee of the directors, and the power to appoint or remove officers appointed by the directors.


Article 18 details the proceedings of directors. The Directors may meet to conduct business as they see fit. A director may, and the Secretary or Assistant Secretary of the Company, if any, on the request of a director, call a meeting of the directors at any time. The quorum necessary for the transaction of the business of the directors may be set by the directors and if not so set is deemed to be set at two directors. If the number of directors is set at one, it quorum is deemed to be one director.



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Article 8 details the borrowing powers of the Directors. They may, on behalf of the Company:


Borrow money in a manner and amount, on any security, from any source and upon any terms and conditions as they deem appropriate;

Issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person at such discounts or premiums and on such other terms as they consider appropriate;

Guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

Mortgage, charge, or grant a security in or give other security on, the whole or any part of the present or future assets and undertaking of the Company.


A director need not be a shareholder of the Company, and there are no age limit requirements pertaining to the retirement or non-retirement of directors. The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of directors, if any, will be determined by the shareholders. The remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director. The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company. If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive. Unless other determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.


Article 21 provides for the mandatory indemnification of directors, former directors, alternate directors, senior officers, and former senior officers as well as his or hers heirs and legal personal representatives, or any other person, to the greatest extent permitted by the New Act. The indemnification includes the mandatory payment of expenses actually and reasonably incurred by such person in respect of that proceeding but the Company must first receive from the indemnitee a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the New Act, the indemnitee will repay the amounts advanced. The failure of a director, alternate director, or senior officer of the Company to comply with the Business Corporations Act or the Company’s Articles does not invalidate any indemnity to which he or she is entitled. The directors may cause the Company to purchase and maintain insurance for the benefit of eligible parties who:


a)

is or was a director, alternate director, senior officer, employee or agent of the Company;


b)

is or was a director, alternate director, senior officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;


c)

at the request of the Company, is or was a director, alternate director, senior officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;


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d)

at the request of the Company, holds or held a position equivalent to that of a director, alternate director or senior officer of a partnership, trust, joint venture or other unincorporated entity;


against any liability incurred by him or her as such director, alternate director, senior officer, employee or agent or person who holds or held such equivalent position


The rights, preferences and restrictions attaching to each class of the Company’s shares are as follows:

Common Shares


The authorized share structure consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. All the shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.


Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.


Under Article 9 and subject to the New Act, the Company may alter its authorized share structure by ordinary resolution. These ordinary resolutions may:


(a)

create one or more classes or series of shares or, if none of the shares of a series of a class or series of shares are allotted or issued, eliminate that class or series of shares;


(b)

increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;


(c)

Subdivide or consolidate all or any of the unissued, or fully paid issued, shares;


(d)

if the Company is authorized to issue shares of a class or shares with par value, decrease the par value of those shares, or if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;


(e)

change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;





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(f)

alter the identifying name of any of its shares; or


(g)

otherwise alter its share or authorized share structure when required or permitted to do so by the New Act.


Subject to Article 9.2 and the New Act, the Company may by ordinary resolution:


(a)

create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or


(b)

vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.


The Company may by directors’ resolution authorize an alteration of its Notice of Articles in order to change its name.


An annual general meeting shall be held once every calendar year at such time (not being more than 15 months after holding the last preceding annual meeting) and place as may be determined by the Directors. An extraordinary general meeting, if requisitioned in accordance with the New Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the New Act.


At an annual meeting of shareholders, the following is considered to be “special business”:


(1)

at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;


(2)

at an annual general meeting, all business is special business except for the following:


(a)

business relating to the conduct of or voting at the meeting;


(b)

consideration of any financial statements of the Company presented to the meeting;


(c)

consideration of any reports of the directors or auditor;


(d)

the setting or changing of the number of directors;


(e)

the election or appointment of directors;


(f)

the appointment of an auditor;


(g)

the setting of the remuneration of an auditor;








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(h)

business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;


(i)

any other business which under these Articles or the Business Corporations Act may be transacted at a meeting of Shareholders without prior notice of the business being given to the shareholders.


Ordinary resolutions at a meeting of shareholders require a majority vote. Special resolutions require two-thirds of the votes cast on the resolution.


There are no limitations upon the rights to own securities.


There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.


There is no special ownership threshold above which an ownership position must be disclosed. However, any ownership level above 10% must be disclosed to the TSX Venture Exchange and the British Columbia Securities Commission.


A copy of the Company’s articles was filed as an exhibit to the Company’s Form 20-F Registration Statement.


Material Contracts


The Company considers the following as material contracts, which have been entered into by the Company which are currently in effect:


1.

Management Services Agreement between the Company and Max Investments Inc (Christopher Dyakowski).


Under an agreement between the Company and Max Investments Inc. dated January 1, 2006, Max Investments agrees that its principal administrator, Christopher Dyakowski, shall perform management services for Leroy Ventures at a rate of $5,000 per month. The agreement has a 2 year term, and may be terminated by either party in writing.


2.

Consulting Agreement between the Company and Reconnaissance Energy Corp. (Craig Steinke)


Under an agreement between the Company and Reconnaissance Energy, Reconnaissance agrees to provide corporate development services related to the business of acquiring, exploring, and developing unconventional natural gas prospects worldwide for an hourly fee of $130 per hour plus GST. The agreement will terminate on May 31, 2009, but may be terminated by either party by giving 30 days written notice.








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3.

Amended and Restated Employment Agreement between the Company and Joseph H. Frantz, Jr.


Under the agreement between the Company and Joseph H. Frantz Jr. made effective September 1, 2006, as amended September 11, 2007, Mr. Frantz agrees to serve the Company as President and Chief Executive Officer. The Company will pay an annual salary of US$130,000. Employment may be terminated by the employee by giving the Company 30 days’ advance written notice, or by the Company for “cause” without notice or, if without cause, by giving the employee immediate notice of termination and continuing to pay the employee an amount equal to his salary then in effect and continuing all benefits for the employee then in effect (less applicable withholdings, deductions, and remittances) during the 12 month period immediately following such a termination.


4.

Employment Agreement between the Company and J. Michael Scureman


Under the Agreement between the Company and J. Michael Scureman made effective May 17, 2007, Mr. Scureman agrees to serve the Company as Chief Financial Officer.  The Company will pay an annual salary of US$130,000.  Employment may be terminated by the employee by giving the Company six week’s advance written notice, or by the Company, without notice, for “cause” or, if without cause, by giving the employee working notice in writing of termination equal to twelve months (the “Severance Period”), or by giving the employee immediate notice of termination and continuing to pay the employee an amount equal to his salary then in effect (less applicable withholdings, deductions, and remittances) during the Severance Period.  The Company will immediately discontinue the salary payments if the employee becomes an employee of another entity or entities or ceases making reasonable efforts to find and commence work as an employee. The employee will notify the Company immediately upon accepting employment with another entity.  If the employee becomes an employee of another entity or entities before the expiration of the Severance Period, the Company will pay the employee 50% of the amount of salary remaining from the date he commences work as an employee until the end of the Severance Period, in a lump sum, less applicable withholdings, deductions and remittances.


5.

Amended and Restated Employment Agreement between the Company and Robert Pryde


Under the Agreement between the Company and Robert Pryde made effective August 15th, 2006, as amended September 11, 2007, Mr. Pryde agrees to serve the Company as Vice-President, Exploration. The Company will pay an annual salary of CAD$130,000. Employment may be terminated by the employee by giving the Company 30 days’ advance written notice, or by the Company for “cause” without notice or, if without cause, by giving the employee immediate notice of termination and continuing to pay the employee an amount equal to his salary then in effect and continuing all benefits for the employee then in effect (less applicable withholdings, deductions, and remittances) during the 12 month period immediately following such a termination.






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6.

Employment Agreement between the Company and Michael O’Byrne


Under the Agreement between the Company and Michael O’Byrne made effective August 15th, 2006, Mr. O’Byrne agrees to serve the Company as Vice-President, Land. The Company will pay an annual salary of CAD$130,000. Employment may be terminated by the employee by giving the Company 30 days’ advance written notice, or by the Company for “cause” without notice or, if without cause, by giving the employee immediate notice of termination and continuing to pay the employee an amount equal to his salary then in effect and continuing all benefits for the employee then in effect (less applicable withholdings, deductions, and remittances) during the 12 month period immediately following such a termination.

 

7.

Consulting Agreement between the Company and Carmen Etchart


Under the Agreement between the Company and Carmen Etchart dated July 1, 2006, Ms. Etchart agrees to provide the Company with consulting and administrative support services at an hourly fee of $30 per hour plus GST. The agreement will terminate on July 31, 2008, but may be terminated for any reason at any time by either party by 30 days written notice.


8.

Consulting Services Agreement between Unbridled Energy USA Inc. (“Unbridled US”) and Hogan Energy Consulting (“Hogan”)


Under an agreement between Unbridled US and Hogan made effective October 30, 2006, Hogan agrees to provide consulting services to Unbridled US, including field work relating to unconventional natural gas projects.  Unbridled US will pay to Hogan consulting fees of US$800 per day for each full day (seven hour minimum, ten hour maximum) of field word but in no event less than US$8,666 per month.  Services rendered will be paid at US$100 per hour for each full hour of services other than field work and for field work of less than seven hours or for field work in excess of the ten hours maximum outlined in the per diem rate.  The agreement may be terminated for any reason by either party by giving the other party 60 days’ prior written notice of termination.


9.

Assignment and Assumption Agreement between the Company and Reconnaissance Energy


Under an agreement between the Company and Reconnaissance Energy Corporation dated March 31, 2006, Reconnaissance agreed to assign an agreement between the Reconnaissance and Arapahoe Energy Corporation dated March 3, 2006 for consideration of $375,000. Under the Arapahoe agreement, the Company could earn a 50% Working Interest in the Tsuu ‘Tina project by:

a)

Reimbursing Arapahoe for 50% of the actual costs incurred and paid by Arapahoe to acquire or farm-in the acreage up to a maximum gross amount of $4,000,000 ($2,000,000 net to Unbridled). Upon completion of its due diligence, Unbridled would pay $1,000,000 to Arapahoe in the form of an advance on the required reimbursement;

b)

Assume and pay 50% of the actual cost incurred by Arapahoe on the 3-D seismic program initiated by Arapahoe which was estimated to cost approximately $2,900,000 ($1,450,000 net to Unbridled);



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c)

Fund and drill two wells to test and core the Horseshoe Canyon coals present on the property for the purposes of testing for Coalbed Methane potential;

d)

Upon completion of the above requirements, the Company will either:

i)

pay Arapahoe any balance owing for the reimbursement of property costs to a maximum of $1,000,000; or

ii)

Pay Arapahoe’s share of drilling costs incurred by Arapahoe with respect to joint wells drilled by Unbridled and Arapahoe on the project subsequent to the Company funding and drilling the 2 Horseshoe Canyon coals test wells. The payments will be such an amount paid until the costs paid equals the balance owed by Unbridled to Arapahoe for the reimbursement of property costs.


10.

Assignment Agreement between the Company and Reconnaissance Energy on the Chambers Property


Under the Agreement between the Company and Reconnaissance Energy dated January 12, 2006, Reconnaissance agreed to assign the farm-out agreement between Reconnaissance and White Max Energy dated December 21, 2005. Consideration was 3,000,000 common shares of the Company at a deemed price of $1.25 per share.


11.

Asset Purchase Agreement between the Company and White Max Energy


Under the Agreement between the Company and White Max Energy dated April 14, 2006, the Company agrees to purchase from White Max an additional 5% WI in the Chambers Property, as well as an 8% GORR on a separate 7% WI on the existing Chambers 7-18-41-11 W5M well, an additional 5% WI on the Chambers 3-17-4-11-W5 well; a 30% Working Interest in the Test Well Chambers 3-17-4-11-W5, and a 20% Working Interest in the Chambers 14-20-41-11 W5M well. Consideration for this agreement was $475,000 cash paid by the Company to White Max.


12.

Lodge Letter of Intent


Under a Letter of Intent (“LOI”) between the Company and Lodge Energy dated December 14, 2006 over the Madison Project located in Scioto and Pike Counties, Ohio, the Company will pay Lodge US$40,000 which allows Unbridled an option consisting of 45 days to purchase 15,000 acres of leases held by Lodge. In consideration for the purchase of the leases, Unbridled will pay Lodge US$50 per acre. Lodge will retain a 3% Overriding Royalty on the first 10,000 acres, and a 2% Overriding Royalty on the next 5,000 acres. After the drilling of the first 10 wells, Lodge may acquire a 10% interest from Unbridled in any unconventional gas well developed on the acreage.












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13.

Huntington Bank Line of Credit Agreement


Under an agreement between the Company and Huntington National Bank effective November 16, 2007, Huntington agrees to issue  the Company a line of credit for up to US$6,000,000 as determined from time to time by the lender based upon the Company’s oil and gas reserves, as the credit facility is secured by a deed of trust covering the Company’s oil and gas properties in Chautauqua County, New York, and an assignment of all contracts, permits, licenses, rents and leases associated with those assets. Interest on the line of credit is charged on the outstanding principal at a rate of LIBOR plus 250 basis points (2.5%), which was a rate of 7.52750% as of December 31, 2007. The Company is required to make monthly interest payments, and in the event the loan balance exceeds the available borrowing base, the Company is required to reduce the loan balance by repaying the excess portion.


Copies of these material contracts have been filed as exhibits to the Company’s Form 20-F Registration Statement or with this annual report.


EXCHANGE CONTROLS AND OTHER LIMITATIONS

AFFECTING SECURITY HOLDERS


Except as discussed in ITEM #9, the Company is not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the common shares.  There are no limitations on the right of non-Canadian owners to hold or vote the common shares imposed by Canadian federal or provincial law or by the charter or other constituent documents of the Company.


The Investment Canada Act (the "IC Act") governs acquisitions of Canadian business by a non-Canadian person or entity. The IC Act requires a non-Canadian (as defined in the IC Act) making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with the Investment Review Division of Industry Canada.  The IC Act provides, among other things, for a review of an investment in the event of acquisition of "control" in certain Canadian businesses in the following circumstances:


1.

If the investor is a non-Canadian and is a national of a country belonging to the North American Free Trade Agreement ("NAFTA") and/or the World Trade Organization ("WTO") ("NAFTA or WTO National"), any direct acquisition having an asset value exceeding $179,000,000 is reviewable. This amount is subject to an annual adjustment on the basis of a prescribed formula in the IC Act to reflect inflation and real growth within Canada.  This threshold level does not apply in certain sections of Canadian industry, such as uranium, financial services (except insurance), transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibition of film or video recordings on audio or video music recordings), to which lower thresholds as prescribed in the IC Act are applicable.


2.

If the investor is a non-Canadian and is not a NAFTA or WTO National, any direct acquisition having an asset value exceeding $5,000,000 and any indirect acquisition having an asset value exceeding $50,000,000 is reviewable.


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3.

If the investor is a non-Canadian and is NAFTA or WTO National, an indirect acquisition of control is reviewable if the value of the assets of the business located in Canada represents more than 50% of the asset value of the transaction or the business is involved in uranium, financial services, transportation services or cultural services (as set forth above).


Finally, certain transactions prescribed in the IC Act are exempted from review altogether.


In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the IC Act: (i) the acquisition of all or substantially all of the assets used in carrying on business in Canada; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on business in Canada; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on business in Canada.


An acquisition of a majority of the voting shares of a Canadian entity, including a corporation, is deemed to be an acquisition of control under the IC Act.  However, under the IC Act, there is a rebuttable presumption that control is acquired if one-third of the voting shares of a Canadian corporation or an equivalent undivided interest in the voting shares of such corporation are held by a non-Canadian person or entity.  An acquisition of less than one-third of the voting shares of a Canadian corporation is deemed not to be an acquisition of control.  An acquisition of less than a majority, but one-third or more, of the voting shares of a Canadian corporation is presumed to be an acquisition of control unless it can be established that, on the acquisition, the Canadian corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated Canadian entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.


In addition, if a Canadian corporation is controlled by a non-Canadian, the acquisition of control of any other Canadian corporation by such corporation may be subject to the prior approval of the Investment Review Division, unless it can be established that the Canadian corporation is not in fact controlled by the acquirer through the ownership of voting shares.


Where an investment is reviewable under the IC Act, the investment may not be implemented unless it is likely to be of net benefit to Canada.  If an applicant is unable to satisfy the Minister responsible for Industry Canada that the investment is likely to be of net benefit to Canada, the applicant may not proceed with the investment.  Alternatively, an acquirer may be required to divest control of the Canadian business that is the subject of the investment.


In addition to the foregoing, the IC Act provides for formal notification under the IC Act of all other acquisitions of control by Canadian businesses by non-Canadian investors.  The notification process consists of filing a notification within 30 days following the implementation of an investment, which notification is for information, as opposed to review, purposes.











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TAXATION


The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common stock reflects the Company’s opinion.  The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder’s particular circumstances.  This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm’s length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.


This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or “ITA”)and the Canada-United States Tax Convention (the “Tax Convention”) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.


Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.


CANADIAN INCOME TAX CONSEQUENCES


Disposition of Common Stock.


The summary below is restricted to the case of a holder (a “Holder”) of one or more common shares (“Common Shares”) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arm’s length with the Company.


Dividends


A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.










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Disposition of Common Shares


A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted “taxable Canadian property” as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.


A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.


A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (“taxable capital gain”) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (“allowable capital loss”) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.


UNITED STATES FEDERAL INCOME TAX CONSEQUENCES


The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.


The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury Regulations, published Internal Revenue Service (“IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.




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U.S. Holders


As used herein, a (“U.S. Holder”) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.


Distribution on Common Shares of the Company


U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holder’s United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at “Foreign Tax Credit” below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.


In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.








70




Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.


Under current Treasury Regulations, dividends paid on the Company’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Company’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.


Foreign Tax Credit


For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.


A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.






71




Disposition of Common Shares of the Company


A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.


Other Considerations


In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.


Foreign Personal Holding Company


If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Company’s gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a “foreign personal holding company.”  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.


The Company does not believe that it currently has the status of a “foreign personal holding company”. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.


Foreign Investment Company


If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.



72



Passive Foreign Investment Company


As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the percentage of the Company’s income which is passive, or the percentage of the Company’s assets which is held for the purpose of producing passive income.


Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. shareholders of foreign corporations.  These rules do not apply to non-U.S. shareholders.  Section 1297 (a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (I) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more.  The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion.  Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.  


Controlled Foreign Corporation


A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporation’s tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was “controlled”) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.




73




The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holder’s federal income tax liability.


Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.


Statement by Experts


The Company’s auditors, for its financial statements for the eight month Transition Period ended December 31, 2007, is BDO Dunwoody LLP. Their audit report is included with the related financial statements in this Annual Report. The auditor for the fiscal years ended April 30, 2007, 2006 and 2005, as well as the period from October 6, 2003 (Date of Inception) to April 30, 2004, was Amisano Hanson, Chartered Accountants. Due to BDO Dunwoody LLP acquiring Amisano Hanson effective January 1, 2008, there was no change in auditor.


Documents on Display


All documents incorporated and referred by reference in this 20-F Annual Report may be viewed at the Company’s registered office located at c/o Bull, Housser & Tupper LLP, 3000 Royal Centre, 1055 Georgia Street, Vancouver, BC  V6E 3R3,


Item 11.  Disclosures about Market Risk


The Company has recently begun producing oil and gas from its Chautauqua County, New York, property, and intends to begin production from its Chambers, Alberta property. The market price of oil and natural gas has been extremely volatile, and the Company will have exposure to the fluctuation in prices. However, since management does not expect that the Company’s fiscal 2008 oil and gas production will provide sufficient cash flow to satisfy Unbridled’s capital requirements, the Company’s current market risk is manageable.


Competitive Environment


The Company competes with other oil and gas companies for exploration properties and joint venture agreements  There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.


Item 12.  Description of Other Securities


Not Applicable








74




Part II


Item 13.  Defaults, Dividend Arrearages and Delinquencies


Not Applicable


Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds


Not Applicable


Item 15.  Controls and Procedures


Disclosure Controls and Procedures


The Company’s management, including the President, has reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2007.  Based on that review and evaluation, the President has concluded that the Company’s disclosure controls and procedures are effective in providing management with all material information required to be disclosed in this annual report on a timely basis.


Management’s Annual Report on Internal Control over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Management’s framework for evaluating the effectiveness of its internal controls is based upon the criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

As at December 31, 2007, management assessed the effectiveness of our internal control over financial reporting and concluded that such internal control over financial reporting are effective and that there were no material weaknesses in our internal control over financial reporting.

 

Attestation Report of the Registered Accounting Firm.


This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this Form 20-F annual report.






75




Changes in Internal Controls Over Financial Reporting


There has been no change in the Corporation’s internal control over financial reporting that occurred during the period covered by this Form 20-F, that has materially affected or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


Item 16.  Reserved


Item 16A.  Audit Committee Financial Expert


The Board of Directors has determined that Robert Penner is the Company’s Audit Committee Financial Expert. Mr. Penner is a Chartered Accountant who retired as senior tax partner with KPMG in 2004. He has more than 35 years of public practice providing advisory services on taxation and related matters, focused on the private and public natural resource sectors. Mr. Penner currently serves as a director of several other public natural resource companies, listed both in Canada and the United States. He is considered to be “independent” as defined by the rules of the American Stock Exchange.


Item 16B.  Code of Ethics


The Company has not adopted a written ”code of ethics” that meets the new United States' Sarbanes-Oxley standards, although the Company has announced its intention to adopt a written code of business conduct and ethics to formally implement such practices, which will apply equally to all directors, officers and employees.


Item 16C.  Principal Accountant Fees and Services


The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.


In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, the Company’s Audit Committee Charter includes a procedure for the review and pre-approval of any services performed by BDO Dunwoody, LLP, Unbridled’s independent auditor, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of BDO Dunwoody for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.


Fees, including reimbursements for expenses, for professional services rendered by BDO Dunwoody LLP/Amisano Hanson to the Company for the last 2 fiscal years and the eight month Transition Period are included in the following table.








76




Table No. 15

Principal Account Fees and Services



Type of Service

Eight Month

Transition Period

Ended

December 31, 2007


Fiscal Year

Ended

April 30, 2007


Fiscal Year

Ended

April 30, 2006

    

Audit Fees

$55,000

$ 35,000

$ 24,300

Audit Related Fees

-

-

-

Tax Fees

-

-

900

All Other Fees

-

           -

           3,975

Total

$55,000

$ 35,000

$ 29,175


“All Other Fees” in fiscal 2006 are for the review of the Company’s 20-F Registration Statement.


Item 16D.  Exemptions from Listing Standards for Audit Committees


Not Applicable


Item 16E.  Purchase of Equity Securities by the Issuer and Affiliated Purchasers


Not Applicable


Part III


Item 17.  Financial Statements


The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 10 to the financial statements.


The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit report of BDO Dunwoody LLP, Chartered Accountants, is included herein immediately preceding the financial statements.


Item 18.  Financial Statements


The Company has elected to provide financial statements pursuant to ITEM #17.













79




Item 19.  Exhibits


(A1)  The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit report of BDO Dunwoody LLP, Chartered Accountants, is included herein immediately preceding the financial statements.


Audited Financial Statements


Interim (Unaudited) Financial Statements


 (B)  Index to Exhibits:

                                                             

1.

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws

 

2. Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***

 

3. Voting Trust Agreements – N/A

 

4. Material Contracts

1.  Management Services Agreement between the Company and Max Investments dated January 1, 2006. (Previously Filed)

2.  Consulting Agreement between the Company and Reconnaissance Energy. (Previously Filed)

3.  Amended and Restated Employment Agreement between the Company and Joseph H. Frantz Jr.

4.  Employment Agreement between the Company and J. Michael Scureman

5.  Amended and Restated Employment Agreement between the Company and Robert Pryde.

6.  Employment Agreement between the Company and Michael O’Byrne

7.  Consulting agreement between the Company and Carmen Etchart. (Previously Filed)

8.  Consulting Services Agreement between Unbridled Energy USA Inc. and Hogan Energy Consulting.

9. Assignment and Assumption agreement between the Company and Reconnaissance Energy. (Previously Filed)

10. Assignment agreement between the Company and Reconnaissance Energy. (Previously Filed)

11.  Asset purchase agreement between the Company and White Max Energy. (Previously Filed)

12.  Lodge Energy Letter of Intent. (Previously Filed)

13.  Huntington Bank Line of Credit Agreement

 

5. List of Foreign Patents – N/A

 


6. Calculation of earnings per share – N/A

7. Explanation of calculation of ratios – N/A

8. List of Subsidiaries

9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

10.Other documents  

Certifications







80















UNBRIDLED ENERGY CORPORATION

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE EIGHT-MONTH PERIOD ENDED DECEMBER 31, 2007

AND THE YEAR ENDED APRIL 30, 2007

(Stated in Canadian Dollars)





















                                 


[unbridledtransition20f002.jpg]

BDO Dunwoody LLP

Chartered Accountants

#604 – 750 West Pender Street

Vancouver, BC, Canada V6C 2T7

Telephone:  (604) 689-0188

Fax:  (604) 689-9773


                                            


                                    

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Directors,

Unbridled Energy Corporation

(A Development Stage Company)


We have audited the consolidated balance sheets of Unbridled Energy Corporation (A Development Stage Company) as at December 31, 2007 and April 30, 2007 and the consolidated statements of operations and deficit and cash flows for the eight-month period ended December 31, 2007 and the years ended April 30, 2007, 2006 and 2005.  We have also audited the consolidated statements of operations and deficit and cash flows for the period from October 6, 2003 (Date of Inception) to December 31, 2007.  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 audits.


We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance 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.


In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and April 30, 2007 and the results of its operations and its cash flows for the eight-month perio d ended December 31, 2007, the years ended April 30, 2007, 2006 and 2005 and for the period from October 6, 2003 (Date of Inception) to December 31, 2007, in accordance with Canadian generally accepted accounting principles.


(signed) “BDO Dunwoody LLP”


Chartered Accountants


Vancouver, Canada

 

April 28, 2008, except for Notes 17 and 19, which are dated as of June 13, 2008



COMMENTS BY THE AUDITORS FOR U.S. READERS ON CANADA-US REPORTING DIFFERENCES


In the United States, reporting standards for auditors require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern such as those described in Note 1 to the consolidated financial statements.  Our report to the directors dated April 28, 2008, except for Notes 17 and 19, which are dated as of June 13, 2008, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.


(signed) “BDO Dunwoody LLP”


Chartered Accountants


Vancouver, Canada

 

April 28, 2008, except for Notes 17 and 19, which are dated as of June 13, 2008






UNBRIDLED ENERGY CORPORATION

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

December 31, 2007 and April 30, 2007

(Stated in Canadian Dollars)


 

December 31,

April 30,

ASSETS

2007

2007

Current

  

Cash and cash equivalents

$

509,382

$

3,488,898

Amounts receivable – Note 13

591,779

84,338

GST recoverable

482,458

66,326

Prepaid expenses and deposits

159,071

61,776

   
 

1,742,690

3,701,338

Amounts receivable – Note 13

744,986

-

Funds held in Trust – Note 3

102,221

111,010

Reclamation deposits – Note 4

231,276

-

Property and equipment – Notes 5 and 13

17,627,482

14,642,725

   
 

$

20,448,655

$

18,455,073

   

LIABILITIES

Current

  

Accounts payable and accrued liabilities – Note 10

$

3,128,775

$

1,178,028

Note payable – Note 6

49,565

-

   
 

3,178,340

1,178,028

Bank loan – Note 7

3,055,682

_-

Asset retirement obligation – Note 8

373,983

250,482

   
 

6,608,005

1,428,510

 

SHAREHOLDERS’ EQUITY

   

Share capital – Note 9

23,522,495

21,714,570

Share subscriptions received

-

582,490

Contributed surplus – Note 9

2,485,337

1,531,650

Deficit

(12,167,182)

(6,802,147)

   
 

13,840,650

17,026,563

   
 

$

20,448,655

$

18,455,073

   

Nature of Operations and Ability to Continue as a Going Concern – Note 1

Commitments – Notes 5, 9 and 12

Subsequent Events – Notes 9 and 17



APPROVED BY THE DIRECTORS:

  
   

“Joseph H. Frantz Jr.”

Director

 

“Robert D. Penner”

Director

Joseph H. Frantz Jr.

  

Robert D. Penner

 



See accompanying notes to the consolidated financial statements







UNBRIDLED ENERGY CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

for the eight-month period ended December 31, 2007 and the years ended April 30, 2007, 2006 and 2005 and for the period from October 6, 2003 (Date of Inception) to December 31, 2007

(Stated in Canadian Dollars)

     

October 6, 2003

 

Eight months

   

(Date of

 

ended

 

Inception) to

 

December 31,

Years ended April 30,

December 31,

 

2007

2007

2006

2005

2007

      

Revenue






Oil and gas production (net of royalties)

$

192,654

$

181,877

$

-

$

-

$

374,531

Interest

17,496

4,023

-

-

21,519

      
 

210,150

185,900

-

-

396,050

Expenses

     

Accounting and audit fees – Note 10

91,435

110,375

35,750

25,000

265,574

Bank charges

1,475

1,664

292

137

3,598

Consulting – Note 10

390,076

374,542

-

-

764,618

Depletion, depreciation and accretion

127,889

82,774

-

-

210,663

Financial marketing

309,923

-

-

-

309,923

Foreign exchange loss

18,021

-

-

-

18,021

Investor relations

109,721

146,926

-

-

256,647

Interest and finance fees

141,313

-

-

-

141,313

Legal fees – Note 10

157,969

229,662

73,174

-

460,805

Office and miscellaneous

104,991

18,447

18,953

2,783

150,068

Payroll and benefits – Note 10

483,113

245,470

-

-

728,583

Production costs

152,398

101,224

-

-

253,622

Professional fees – Note 10

176,153

60,000

40,000

30,000

321,153

Regulatory and transfer agent fees

47,125

30,140

25,342

6,114

108,721

Rent

123,088

79,389

-

-

202,477

Stock-based compensation – Note 9

897,088

1,157,906

149,875

22,385

2,227,254

Travel and promotion

163,066

122,606

863

711

286,535

      
 

3,494,844

2,761,125

344,249

87,130

6,709,575

      

Loss before other items:

(3,284,694)

(2,575,225)

(344,249)

(87,130)

(6,313,525)

Write-down of oil and gas properties– Note 5

(2,080,341)

(5,184,841)

-

-

(7,265,182)

Loss on disposal of equipment

-

-

(5,275)

-

(5,275)

Write-off of mineral property costs

-

-

(367,765)

-

(367,765)

      

Loss before income taxes

(5,365,035)

(7,760,066)

(717,289)

(87,130)

(13,951,747)

Future income tax recovery – Note 11

-

1,784,565

-

24,654

1,784,565

      

Net loss and comprehensive loss for the period

(5,365,035)

(5,975,501)

(717,289)

(62,476)

(12,167,182)

      

Deficit, beginning of the period

(6,802,147)

(826,646)

(109,357)

(46,881)

 
      

Deficit, end of the period

$

(12,167,182)

$

(6,802,147)

$

(826,646)

$

(109,357)

 
      

Basic and diluted loss per share

$

(0.12)

$

(0.22)

$

(0.08)

$

(0.01)

 
      

Weighted average number of common shares

 outstanding


43,469,344


27,423,741


9,224,940


5,766,899

 



See accompanying notes to the consolidated financial statements







UNBRIDLED ENERGY CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the eight-month period ended December 31, 2007 and the years ended April 30, 2007, 2006 and 2005 and for the period from October 6, 2003 (Date of Inception) to December 31, 2007

(Stated in Canadian Dollars)



     

October 6,

 

Eight months

   

2003 (Date of

 

Ended

 

Inception) to

 

December 31,

Years ended April 30,

December 31,

 

2007

2007

2006

2005

2007

      

Operating Activities

     

Net loss for the period

$

(5,365,035)

$

(5,975,501)

$

(717,289)

$

(62,476)

$

(12,167,182)

Adjustments to reconcile net loss

 used in operations:

     

Future income tax recovery

-

(1,784,565)

-

(24,654)

(1,784,565)

Stock-based compensation

897,088

1,157,906

149,875

22,385

2,227,254

Loss on disposal of equipment

-

-

5,275

-

5,275

Write-off of mineral property costs

-

-

367,765

-

367,765

Write-down of oil and gas properties

2,080,341

5,184,841

-

-

7,265,182

Depletion, depreciation and accretion

127,889

82,774

-

-

210,663

Changes in non-cash working capital balances related to operations:

     

Amounts receivable

(41,382)

-

-

-

(41,382)

GST recoverable

(416,132)

(31,250)

(27,248)

796

(482,458)

Prepaid expenses and deposits

(97,295)

(49,900)

(11,876)

-

(159,071)

Accounts payables and accrued

 liabilities


369,178


43,512


1,113,190


10,753


1,542,487

Asset retirement obligation

-

224,157

-

-

250,482

Due to a related party

-

(5,000)

2,325

-

-

      
 

(2,445,348)

(1,153,026)

882,017

(53,196)

(2,765,550)

      

Investing Activities

     

Funds held in Trust

8,789

(111,010)

-

-

(102,221)

Reclamation deposits

(231,276)

-

-

-

(231,276)

Acquisition of oil and gas properties

(4,569,310)

(14,078,193)

(1,972,125)

-

(20,645,953)

Mineral property costs

-

-

(219,756)

(18,003)

(356,769)

Acquisition of equipment

(129,652)

(165,316)

(13,271)

-

(308,239)

Proceeds from disposal of equipment

-

-

7,000

-

7,000

      
 

(4,921,449)

(14,354,519)

(2,198,152)

(18,003)

(21,637,458)

      

…/cont’d



See accompanying notes to the consolidated financial statements







Continued

UNBRIDLED ENERGY CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the eight-month period ended December 31, 2007 and the years ended April 30, 2007, 2006 and 2005 and for the period from October 6, 2003 (Date of Inception) to December 31, 2007

(Stated in Canadian Dollars)



     

October 6,

 

Eight months

   

2003 (Date of

 

Ended

 

Inception) to

 

December 31,

Years ended April 30,

December 31,

 

2007

2007

2006

2005

2007

      

Financing Activities

     

Advances from bank loan

3,055,682

-

-

-

3,055,682

Proceeds from note payable

49,565

-

-

-

49,565

Proceeds from issuance of common

 shares, net


1,282,034


17,064,676


2,154,752


469,940


21,807,143

Share subscriptions received

-

(846,160)

1,428,650

-

-

      
 

4,387,281

16,218,516

3,583,402

469,940

24,912,390

      

Increase (decrease) in cash and cash

 equivalents


(2,979,516)


710,971


2,267,267


398,741


509,382

      

Cash and cash equivalents, beginning of

 the period

3,488,898

2,777,927

510,660

111,919

-

      

Cash and cash equivalents, end of the period

$

509,382

$

3,488,898

$

2,777,927

$

510,660

$

509,382

      

Supplementary disclosure of cash flow information:

    

Cash paid for:

     

Interest

$

23,826

$

-

$

-

$

-

$

23,826

      

Income taxes

$

-

$

-

$

-

$

-

$

-

      

Non-Cash Transactions – Note 15













See accompanying notes to the consolidated financial statements



UNBRIDLED ENERGY CORPORATION

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the eight-month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars)



Note 1

Nature Of Operations and Ability to Continue as a Going Concern


Unbridled Energy Corporation (“the Company”) is engaged in the exploration for and the development of petroleum and natural gas in Canada and the United States.


The Company was incorporated under the laws of the Province of British Columbia on October 6, 2003.  On July 19, 2006, the Company changed its name to Unbridled Energy Corporation.  


During the current period, the Company changed its year end from April 30 to December 31.


These financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At December 31, 2007, the Company had not yet achieved profitable operations, has accumulated losses of $12,167,182 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.


Note 2

Significant Accounting Policies


The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in Canada and are stated in Canadian dollars.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgement.  Actual results may differ from these estimates.


The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:



#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 2


Note 2

Significant Accounting Policies – (cont’d)


a)

Consolidation


These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Unbridled Energy USA Inc., Unbridled Energy New York LLC and Unbridled Energy Ohio LLC.  All inter-company balances and transactions have been eliminated on consolidation.  


b)

Cash and Cash Equivalents


Cash and cash equivalents consist of amounts on deposit with banks and investments in short-term deposits with original maturities of less than three months.  


c)

Foreign Currency Translation


The Company’s foreign operations are of an integrated nature.  Monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities are translated at historical exchange rates.  Revenues and expenses are translated at rates of exchange prevailing on the dates of the underlying transaction.  Gains or losses on translation are included in the determination of net earnings or losses.  


d)

Property and Equipment


i)

Capitalized Costs


The Company follows the full cost method of accounting for its petroleum and natural gas operations.  Under this method, all costs related to the exploration for and development of petroleum and natural gas reserves are capitalized into cost centres on a country-by-country basis.  Costs include lease acquisition costs, geological and geophysical expenses and costs of drilling both productive and non-productive wells and equipment costs.  Proceeds from the sale of properties are applied against capitalized costs and gains or losses are not recognized unless such sale would alter the depletion rate by more than 20%.  


ii)

Depletion and Depreciation


Depletion and depreciation of petroleum and natural gas properties, net of estimated salvage or residual value, is provided using the unit-of-production method based upon estimated gross proven petroleum and natural gas reserves as determined by independent engineers.  For depletion and depreciation purposes, relative volumes of petroleum and natural gas production and reserves are converted at the energy equivalent conversion rate of 6,000 cubic feet of natural gas to one barrel of crude oil.  

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 3


Note 2

Significant Accounting Policies – (cont’d)


d)

Property and Equipment – (cont’d)


ii)

Depletion and Depreciation – (cont’d)


Office equipment is depreciated on a straight-line basis over its estimated useful life of five to seven years.  Additions are depreciated at half the annual rate in the year of acquisition.  


Leasehold improvements are amortized on a straight line basis over the life of the lease.  


iii)

Impairment Test


In applying the full cost method, the Company calculates a ceiling test whereby the carrying value of property and equipment is compared to the sum of the undiscounted cash flows expected to result from the future production of proven reserves.  Cash flows are based on third party quoted forward prices, adjusted for transportation and quality differentials.  Should the ceiling test result in an excess of carrying value, the Company would then measure the amount of impairment by comparing the carrying amounts of property and equipment to an amount equal to the estimated net present value of future cash flows from proven plus probable reserves.  A risk-free interest rate is used to arrive at the net present value of the future cash flows.  Any excess carrying value would be recorded as a permanent impairment.  


The cost of unproved properties is excluded from the ceiling test and is subject to a separate impairment test.  Periodically management assesses the recoverability of unproved properties.  Impairment, if any, is added to the costs subject to depletion.  


e)

Asset Retirement Obligation


The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred and records a corresponding increase in the carrying value of the related long-lived asset.  The fair value is determined through a review of engineering studies, industry guidelines and management’s estimate on a site-by-site basis.  The liability is subsequently adjusted for the passage of time and is recognized as an accretion expense in the Statements of Operations.  The liability is also adjusted due to revisions in either the timing or the amount of the original estimated cash flows associated with the liability.  The increase in the carrying value of the asset is amortized using the unit of production method based on estimated gross proved reserves.  Actual costs incurred upon settlement of the asset retirement obligations are charged against the asset retirement obligation to the extent of the liability recorded.  

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 4


Note 2

Significant Accounting Policies – (cont’d)


f)

Future Income Taxes


The Company follows the asset and liability method of accounting for income taxes.  Under this method future tax assets and liabilities are determined based on differences between financial reporting and income tax balances of assets and liabilities, and are measured using substantively enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The effect on future tax assets and liabilities of a change in tax rates is recognized in operations in the period in which the change is substantively enacted.  A valuation allowance is recorded against a future income tax asset if it is more likely than not that the asset will not be realized.  


g)

Flow-Through Shares


Effective March 19, 2004, the Canadian Institute of Chartered Accountants issued additional guidance on the accounting treatment of Canadian flow-through shares through its Emerging Issues Committee Abstract (“EIC”) No. 146.  All flow-through shares issued by the Company on or after March 19, 2004 are accounted for in accordance with this Abstract.  The Abstract recommends that upon renunciation to the shareholders, the Company will reduce share capital and recognize a temporary future income tax liability for the amount of tax reduction renounced to the shareholders.  In instances where the Company has sufficient available tax loss carry forwards or other deductible temporary differences available to offset the renounced tax reduction is more likely-than-not able to utilize these tax losses before expiring, the realization of the deductible temporary differences will be credited to income in the period of renunciation.


h)

Stock-Based Compensation


The Company uses the fair value method of accounting for options granted.  The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model and charged to earnings over the vesting period with a corresponding increase in the contributed surplus.  Upon the exercise of the stock options, consideration received together with the amount previously recognized in contributed surplus is recorded as an increase to share capital.   


i)

Joint Operations


Substantially all of the exploration and production activities of the Company are conducted jointly with others.  These financial statements reflect only the Company’s proportionate interest in such activities.  

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 5


Note 2

Significant Accounting Policies – (cont’d)


j)

Measurement Uncertainty


The amounts recorded for depletion and depreciation of property and equipment, the ceiling test and unproved property impairment are based on estimates of gross proven reserves, production rates, oil and gas prices, futures costs and other relevant assumptions.  By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes and estimates in future periods could be significant.  


Inherent in the fair value calculation of asset retirement obligations are numerous assumptions and judgments, including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal and regulatory environments.  To the extent future revisions to these assumptions impact the fair value of the existing asset retirement obligation liability, a corresponding adjustment is made to the property and equipment balance.  


The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable.  In addition, option pricing models require the input of highly subjective assumptions including the expected stock price volatility.  Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.  By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes of estimates in future periods could be significant.  


k)

Basic and Diluted Loss Per Common Share


Basic loss per share (“LPS”) is calculated by dividing loss applicable to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted LPS reflects the potential dilution that could occur if potentially dilutive securities are exercised or converted to common stock.  Due to the losses, potentially dilutive securities were excluded from the calculation of diluted LPS, as they were anti-dilutive.  Therefore, there is no difference in the calculation of basic and diluted LPS.  Common equivalent shares (consisting of shares issuable on the exercise of options and warrants) totalling 19,930,577 shares (April 30, 2007 – 20,386,255) have been excluded from the calculation of diluted loss per share because the effect is anti-dilutive.

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 6


Note 2

Significant Accounting Policies – (cont’d)


l)

Revenue Recognition


Revenues associated with the sale of crude oil and natural gas are recorded when the title passes to the customer.  Interest income is recognized on a pro rata basis over the investment term.  


m)

Adoption of New Accounting Standards


Effective January 1, 2007, the Company adopted five new Canadian Institute of Chartered Accountants (“CICA”) accounting standards: (a) Handbook Section 1530, Comprehensive Income; (b) Handbook Section 3855, Financial Instruments – Recognition and Measurement; (c) Handbook Section 3861, Financial Instruments – Disclosure and Presentation; (d) Handbook Section 3865, Hedges; and (e) Handbook Section 1506, Accounting Changes. The main requirements of these new standards and the resulting financial statement impact are described below.


Consistent with the requirements of the new accounting standards, the Company has not restated any prior period amounts as a result of adopting the accounting changes. The effect of the adoption of these standards is summarized below:

i)

Comprehensive Income, Section 1530:


This standard requires the presentation of a statement of comprehensive income and its components.  Comprehensive income includes both net earnings and other comprehensive income.  Other comprehensive income includes holding gains and losses on available for sale investments, gains and losses on certain derivative financial instruments and foreign currency gains an losses relating to self-sustaining foreign operations, all of which are not included in the calculation of net earnings until realized. The adoption of this section had no impact upon the Company’s consolidated financial statements.


ii)

Financial Instruments – Recognition and Measurement, Section 3855:


This standard sets out criteria for the recognition and measurement of financial instruments for fiscal years beginning on or after October 1, 2006. This standard requires all financial instruments within its scope, including derivatives, to be included on the balance sheet and measured either at fair value or, in certain circumstances when fair value may not be considered most relevant, at cost or amortized cost. Changes in fair value are to be recognized in either the Statements of Operations or the statement of comprehensive income.

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 7


Note 2

Significant Accounting Policies – (cont’d)


m)

Adoption of New Accounting Standards – (cont’d)


ii)

Financial Instruments – Recognition and Measurement, Section 3855:

 – (cont’d)


All financial assets and liabilities are recognized when the Company becomes a party to the contract creating the item. As such, any of the Company’s outstanding financial assets and liabilities at the effective date of adoption are recognized and measured in accordance with the new requirements as if these requirements had always been in effect.


All financial instruments are classified into one of the following five categories: held-for-trading, held to maturity, loans and receivables, available for sale financial assets, or other financial liabilities. Initial and subsequent measurement and recognition of changes in the value of financial instruments depends on their initial classification:


Held to maturity investments, loans and receivables, and other financial liabilities are initially measured at fair value and subsequently measured at amortized cost. Amortization of premiums or discounts and transaction costs are amortized into net earnings (loss), using the effective interest method.


Available for sale financial assets are measured at fair value, with unrealized gains and losses recorded in other comprehensive income until the asset is realized, at which time they will be recorded in net earnings (losses).


Held for trading financial instruments is measured at fair value. All gains and losses resulting from changes in their fair value are included in the Statements of Operations in the period in which they arise.


All derivative financial instruments are classified as held for trading financial instruments and are measured at fair value, even when they are part of a hedging relationship. All gains and losses resulting from changes in their fair value are included in the Statements of Operations in the period in which they arise.


In accordance with this new standard, the Company has classified its financial instruments as follows:

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 8


Note 2

Significant Accounting Policies – (cont’d)


m)

Adoption of New Accounting Standards – (cont’d)


ii)

Financial Instruments – Recognition and Measurement, Section 3855:

 – (cont’d)


-

Amounts receivable are classified as loans and receivables.  They are recorded at cost, which on initial recognition represents their fair value.  Subsequent valuations are recorded at amortized cost using the effective interest method.


-

Accounts payable and accrued liabilities, note payable and bank loan are classified as other liabilities.  They are initially measured at fair value.  Subsequent valuations are recorded at amortized cost using the effective interest method.  


The adoption of this section had no impact upon the Company’s consolidated financial statements as of May 1, 2007.


iii)

Financial Instruments – Disclosure and Presentation, Section 3861:


This standard sets out standards which address the presentation of financial instruments and non-financial derivates, and identifies the related information that should be disclosed. These standards also revise the requirements for entities to provide accounting policy disclosures, including disclosure of the criteria for designating as held-for-trading those financial assets or liabilities that are not required to be classified as held-for-trading; whether categories of normal purchases and sales of financial assets are accounted for at trade date or settlement date; the accounting policy for transaction costs on financial assets and financial liabilities classified as other than held-for-trading; and provides several new requirements for disclosure about fair value.   


The Company has chosen to recognize all transaction costs in the Statements of Operations on financial liabilities that have been designated as other than held for trading.  


iv)

Hedging, Section 3865:


This standard specifies the circumstances under which hedge accounting is permissible and how hedge accounting may be performed. The Company currently does not hold any financial instruments designated for hedge accounting.

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 9


Note 2

Significant Accounting Policies – (cont’d)


m)

Adoption of New Accounting Standards – (cont’d)


v)

Accounting Changes, Section 1506:


Section 1506 revised the standards on changes in accounting policy, estimates or errors to require a change in accounting policy to be applied retrospectively (unless doing so is impracticable or is specified otherwise by an new accounting standard), changes in estimates to be recorded prospectively, and prior period errors to be corrected retrospectively. Voluntary changes in accounting policy are allowed only when they result in financial statements that provide reliable and more relevant information. In addition, these revised standards call for enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements. The impact of this new standard cannot be determined until such time as the Company makes a change in accounting policy, other than the changes resulting from the implementation of the new CICA Handbook standards discussed in this note.


n)

Recent Accounting Pronouncements


Assessing Going Concern


The Canadian Accountability Standards Board (“AcSB”) AcSB amended CICA Handbook Section 1400, to include requirements for management to assess and disclose an entity’s ability to continue as a going concern.  This section applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008.


Cash Distributions


CICA Handbook Section 1540, Cash Flow Statements, has been amended to require additional disclosures where cash distributions are made in accordance with a contractual obligation for cash distributions.  The revised requirements are effective for interim and annual financial statements for fiscal years ending on or after March 31, 2007.   The adoption of this Section did not result in any changes on the disclosure within the financial statements.  


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 10


Note 2

Significant Accounting Policies – (cont’d)


n)

Recent Accounting Pronouncements – (cont’d)


Capital Disclosures


The AcSB issued CICA Handbook Section 1535 “Capital Disclosures” The section specifies the disclosure of (i) an entity’s objectives, policies, and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.  The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.  This new Section relates to disclosures and did not have an impact on the Company’s financial results. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007.


Goodwill and Intangible Assets


The AcSB issued CICA Handbook Section 3064 which replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs.  This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets.  Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062.  The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company will adopt the new standards for its fiscal year beginning January 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.


International financial reporting standards (“IFRS”)


In 2006, AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies.  The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period.  In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP.  The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010.  While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 11


Note 2

Significant Accounting Policies – (cont’d)


n)

Recent Accounting Pronouncements – (cont’d)


Financial Instruments


CICA Handbook Section 3862, Financial Instruments - Disclosure, increases the disclosures currently required to enable users to evaluate the significance of financial instruments for an entity's financial position and performance, including disclosures about fair value. CICA Handbook Section 3863, Financial Instruments – Presentation, replaces the existing requirements on the presentation of financial instruments, which have been carried forward unchanged. These standards are effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. The Corporation is currently evaluating the impact of the adoption of these changes on the disclosure and presentation within its financial statements.


Note 3

Funds held in Trust


Funds held in Trust represents $102,221 (USD$103,521) (April 30, 2007 - $111,010) held in a certificate of deposit, of which $99,130 (USD$100,000) has been assigned to the New York Department of Environmental Conservation as collateral for the Company’s Chautauqua Wells well plugging obligations.  The certificate of deposit bears interest at 4.59%.


Note 4

Reclamation deposits


The amount of $231,276 (April 30, 2007 - $nil) is a security deposit held in trust by the Alberta Energy Resources Conversion Board as financial assurance for possible reclamation liabilities.  The amount in trust is periodically reviewed and adjusted based on the financial status of the Company.


Note 5

Property and Equipment


 

December 31, 2007

  

Accumulated

 
  

Depletion and

 
 

Cost

Depreciation

Net

    

Petroleum and natural gas properties

$17,506,274

$ 124,558

$ 17,381,716

Leasehold improvements

213,412

39,057

174,355

Office equipment

81,556

10,145

71,411

    
 

$17,801,242

$ 173,760

$ 17,627,482


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 12


Note 5

Property and Equipment – (cont’d)


 

April 30, 2007

  

Accumulated

 
  

Depletion and

 
 

Cost

Depreciation

Net

    

Petroleum and natural gas properties

$14,554,446

$69,113

$14,485,333

Leasehold improvements

120,563

5,742

114,821

Office equipment

44,753

2,182

42,571

    
 

$14,719,762

$77,037

$14,642,725


As of December 31, 2007, the Company recorded a write-down of oil and gas properties of $2,080,341 (April 30, 2007 - $5,184,841) from an impairment loss (Note 5 (a)(ii)).


The Company did not capitalize any general and administrative costs during the period ended December 31, 2007 and the year ended April 30, 2007.  As at December 31, 2007, petroleum and natural gas properties include the cost of unproved properties in Canada and the USA in the amounts of $14,866,444 and $889,738 respectively (April 30, 2007 - $12,292,156 and $553,229), which has been excluded from the depletion calculation and future capital costs of $nil  (2006 - $224,157) have been included in the depletion calculation.


The Company applied the annual ceiling test to its capitalized assets at December 31, 2007 and determined that there was no impairment of costs. For the purposes of the December 31, 2007 impairment test of petroleum and natural gas properties, the following benchmark prices were used:


 

Oil

Natural Gas

 

Reference

Reference

 

(US$/bbl)

(US$/Mmbtu)

   

2008

89.00

7.465

2009

85.70

7.948

2010

82.20

8.950

2011

78.60

8.950

2012

77.50

9.100

Thereafter inflation

Does not exceed 2.0% per year

  


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 13


Note 5

Property and Equipment – (cont’d)


Petroleum and Natural Gas Properties:


a)

Canada Oil and Gas Properties


i)

Chambers Property


By an agreement dated January 12, 2006, the Company acquired by assignment of a farm-out and participation agreement a 20% working interest in the Chambers Elkton well 3-17-4-11-W5 located in the Province of Alberta, Canada.  


As consideration for the assignment, the Company issued 3,000,000 common shares of the Company, valued at $3,750,000 and reimbursed $77,000 for seismic and completion costs incurred.  Under the terms of the agreement, the Company paid 25% of the cost of drilling, completing and abandonment costs on the well.  The working interest of 20% is subject to a combined 8.5% gross overriding royalty (“GORR”).


Pursuant to a separate purchase and sale agreement dated April 14, 2006, the Company acquired an additional 5% working interest and an 8% GORR on a 7% working interest in the same Chambers Elkton well.  As consideration, the Company paid $475,000.  The Company also agreed to acquire a 30% working interest in another well on the prospect, the Chambers 7-18 well.  


Pursuant to a separate Farm In and Option to Purchase Agreement dated April 18, 2007, the Company agreed to incur additional costs related to the drilling and completion, capping or abandoning of the Chambers 16-21-41-11 option well along with its joint venture partners for an interest in the 16-21 well and incremental earned interest in the Chambers 3-17 and Chambers 7-18 wells, which is to be determined based on the proportionate share of actual costs incurred.


At December 31, 2007, principal operations have not yet commenced and the Chambers property is considered to be in the preproduction stage.  To December 31, 2007, the Company has incurred costs, net of incidental revenues, of $14,866,444 for acquisition and drilling.


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 14


Note 5

Property and Equipment – (cont’d)


Petroleum and Natural Gas Properties – (cont’d)


a)

Canada Oil and Gas Properties – (cont’d)


ii)

Tsuu T’ina First Nation Property


By an assignment and assumption agreement dated March 31, 2006, the Company secured the option to acquire up to a 50% participating interest in a joint venture with Arapahoe Energy Corporation (“Arapahoe”) in certain petroleum and natural gas rights on the Tsuu T’ina First Nation (Sarcee Indian Reserve) West of Calgary, Canada.  The Company agreed to pay $750,000 cash and reimburse Arapahoe up to a maximum of $2,000,000, finance a portion of the seismic program on the property and drill two test wells on the property.  To December 31, 2007, the Company has incurred costs, net of revenues, of $7,265,182 for acquisition and drilling.


At December 31, 2007 principal operations have not yet commenced and the Tsuu T’ina property is considered to be in the preproduction stage.  Management assessed the recoverability of this unproved property and recognized a write-down at December 31, 2007 totalling $2,080,341 (April 30, 2007 - $5,184,841), which represented the remaining carrying value of the property.  


b)

US Oil and Gas Properties


i)

Oil and Gas Property, New York


By a purchase and sale agreement dated March 28, 2007, together with another agreement of the same date, the Company acquired a 50% interest in oil and gas leases located in the Chautauqua County, New York.  The property is in production and consists of 61 gross and approximately 29.65 net wells.  


ii)

Oil and Gas Property, Ohio


By a Leasehold Acquisition, Ownership, Development and Operation Agreement dated March 31, 2007, as amended by a subsequent letter agreement dated May 1, 2007, the Company acquired approximately 15,500 net acres of oil and gas leases located in Jackson County, Ohio.  In December 31, 2007, the company acquired approximately 7,500 net acres in the region, for a total of approximately 23,000 net acres. At December 31, 2007, principal operations have not yet commenced and the property is considered to be in the pre-production stage.  As at December 31, 2007, the Company has incurred acquisition costs of $889,738.

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 15


Note 6

Note Payable


  

December 31,

April 30,

  

2007

2007

    
 

HH Allegiance New York, LLC

$

49,565

$

-


The note payable is due to HH Allegiance New York, LLC, a joint venturer in the Chautauqua Wells, and is issued in connection with the purchase of a certificate of deposit and issuance of a letter of credit to collateralize well plugging obligations. The note is unsecured and bears interest at 4.59%.  The principal is repayable following the satisfaction of any well plugging obligations on the wells to which the letter of credit is related to, the sale of the wells, or other event which terminates the obligation of the Company to maintain the certificate of deposit.  


Note 7

Bank loan


The Company executed a Business Loan Agreement and Promissory Note for letters of credit with Huntington National Bank.  Funds from this debt facility are being applied to the ongoing development of the Company’s existing reserve base in the Appalachian Basin, USA, further development of the Company’s project in the Chambers area of the Western Canadian Sedimentary Basin, and for general corporate purposes. 


The facility provides for a borrowing base up to USD$6,000,000, as determined from time to time by the lender based on the Company’s oil and gas reserves.  At December 31, 2007, the available borrowing base was $4,163,460 (USD$4,200,000) and the Company has drawn $3,055,682 (USD$3,082,500) from the facility.


The loan bears interest of LIBOR plus 250 basis points (7.52750% as at December 31, 2007) and is repayable on November 16, 2009.  The loan is secured by the Company’s reserves in Chautauqua County, New York, USA. The Company is required to make monthly interest payments.  In the event that the loan balance exceeds the available borrowing base, the Company is required to reduce the loan balance by repaying the excess portion.


The loan includes certain non-financial and financial covenants, including but not limited to a requirement to maintain a minimum adjusted EBITDA to adjusted current liability ratio of 1.25:1.00, commencing six months after the Company begins selling gas from the Chambers 3-17 and Chamber 16-21 wells.

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 16


Note 8

Asset Retirement Obligation


The following table presents the reconciliation of the carrying amount of the obligations associated with the retirement of the Company’s property and equipment:


 

December 31

2007

April 30,

2007

   

Asset retirement obligation, beginning of the year

$   250,482

$    26,325

Liabilities incurred

101,987

219,127

Accretion

     21,514

       5,030

   

Asset retirement obligation, end of the period

$   373,983

$  250,482


The following significant assumptions were used to estimate the asset retirement obligations:


 

December 31

2007

April 30

2007

   

Credit-adjusted risk-free discount rate

7.%

6%

Inflation rate

3%

3%

Expected timing of cash flows

Estimated year a well

becomes economic, 2008 to 2047


Note 9

Share Capital


a)

Authorized:


Unlimited common shares without par value

Unlimited preferred shares without par value

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 17


Note 9

Share Capital – (cont’d)


b)

Issued: common shares


 

Number of

Common

Shares



Amount

   

Balance, April 30, 2006

16,169,166

$  6,635,943

Issue of shares for cash:

  

     Private placements                             - at $1.05

7,700,000

8,085,000

                                                                - at $1.10

400,000

440,000

                                                                - at $0.70

3,931,800

2,752,260

                                                                - at $0.65

5,501,000

3,575,650

                                                                - at $0.55

665,000

365,750

                                                                - at $0.50

5,920,000

2,960,000

     Pursuant to the exercise of warrants  - at $0.80

15,000

12,000

Issue of shares for a finders’ fee

163,830

104,673

Share issue costs

-

(1,432,141)

Tax effect of flow-through share renunciation

                 -

    (1,784,565)

   

Balance, April 30, 2007

40,465,796

$ 21,714,570

Issue of shares for cash:

  

Private placements                            - at $0.50

2,735,000

1,367,500

- at $0.55

150,000

82,500

- at $0.45

1,183,172

532,427

Share issue costs

                -

       (174,502)

   

Balance, December 31, 2007

44,533,968

$ 23,522,495


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 18


Note 9

Share Capital – (cont’d)


b)

Issued: common shares – (cont’d)


During the period ended December 31, 2007, the Company had the following transactions:


i)

In May 2007, the Company issued a private placement of 2,735,000 units at $0.50 per unit.  Each unit consists of one common share and one share purchase warrant.  Each share purchase warrant entitles the holder to purchase one additional common share of the Company at $0.85 per share for a two year period.   


ii)

In May 2007, the Company issued non-brokerage 150,000 flow-through shares at $0.55 per share.  


iii)

In October 2007, the Company issued a private placement of 1,183,172 units at $0.45 per share.  Each unit consists of one common share and one share purchase warrant.  Each share purchase warrant entitles the holder to purchase one additional common share of the Company at $0.75 per share for a one year period.  


In connection with the private placements noted in (i) and (iii) above, the Company paid total share issuance costs of $117,903 in cash and issued 171,150 broker’s warrants.  Each broker’s warrant entitles the holder to purchase one common share of the Company at $0.55 per share for a two year period.  The fair value of each warrant was $0.33, totalling $56,599, and was calculated using the Black Scholes option pricing model with the following weighted average assumptions:


 

Expected dividend rate

$ Nil

 

Expected volatility

100%

 

Risk free interest rate

4.54%

 

Expected term

2 years


During the year ended April 30, 2007, the Company had the following transactions:


In May 2006, the Company issued 3,514,000 flow-through shares at $1.05 per share and a non-brokerage private placement of 4,186,000 units at $1.05 per unit.  In connection with this private placement, the Company issued a total of 5,210,000 share purchase warrants.  Each share purchase warrant entitled the holder to purchase one additional common share at $1.65 per share for a one year period.  

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 19


Note 9

Share Capital – (cont’d)


b)

Issued: common shares – (cont’d)


In September 2006, the Company issued a non-brokerage private placement of 400,000 at $1.10 per unit.  Each unit consisted of one common share and one share purchase warrant.  Each share purchase warrant entitled the holder to purchase one additional common share at $1.31 per share for a two year period.


In December 2006, the Company completed 3,931,800 flow-through shares at $0.70 per share and a private placement of 5,501,000 units at $0.65 per share.  Each unit consisted of one common share and one share purchase warrant.  Each purchase warrant entitled the holder to purchase one additional common share at $1.00 per share for a two year period.  


In April 2007, the Company issued 665,000 flow-through shares at $0.55 per share.  In addition, the Company also issued a private placement of 5,920,000 at $0.50 per unit.  Each unit consisted of one common share and one share purchase warrant.  Each share purchase warrant entitled the holder to purchase one additional common share at $0.85 per share for a two year period.


In connection with the private placements noted above, the Company issued a total of 1,255,255 warrants as finders’ fees to various unrelated parties.  The exercise price is ranging from $0.55 per share to $0.70 per share with exercisable period of two years.  The weighted average fair value of the warrants was at $0.17 per warrant, totalling $201,484, and was calculated using the Black Scholes option pricing model with the following weighted average assumptions:


 

Expected dividend rate

Nil

 

Expected volatility

70%

 

Risk free interest rate

3.98%

 

Expected term

2 years


c)

Contributed surplus:


 

December 31

2007

April 30

2007

   

Balance, beginning of period

$ 1,531,650

$   172,260

Stock based compensation

897,088

1,157,906

Issuance of warrants

56,599

201,484

Balance, end of period

$ 2,485,337

$ 1,531,650




#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 20


Note 9

Share Capital – (cont’d)


d)

Escrow:


In accordance with an Escrow Agreement dated September 28, 2004, 3,701,666 common shares of the Company were subject to escrow and may not be transferred, assigned or otherwise dealt with without the consent of the TSX Venture Exchange (“TSX”).  The release of these shares is subject to the approval of the TSX and may be released as to 10% upon the listing of the Company’ shares and 15% every six months thereafter until all the escrowed shares have been released from escrow.  During the period ended December 31, 2007, there were 555,250 shares released from escrow, leaving a balance of 555,250 shares held in escrow at December 31, 2007.


e)

Commitments:


i)

Stock-based Compensation Plan


The Company has granted share purchase options to directors, employees and consultants to purchase common shares of the Company.  These options are granted with an exercise price equal to the market price of the Company’s stock at the date of the grant.  Unless stated otherwise, the options vest as to 12.5% on TSX approval and 12.5% every three months thereafter until fully vested.  The maximum number of options outstanding is limited to 10% of the total shares issued and outstanding.  A summary of the status of the stock option plan as of December 31, 2007, April 30, 2007, 2006 and 2005 and the changes during the periods then ended as follows:


  

Weighted

  

Average

  

Exercise

 

Number

Price

   

Outstanding, April 30, 2004

-

-

Granted

744,166

$0.25

   

Outstanding, April 30, 2005

744,166

$0.25

Forfeited

(744,166)

$0.25

Granted

650,000

$1.32

   

Outstanding, April 30, 2006

650,000

$1.32

Granted

1,850,000

$1.35

Cancelled

(400,000)

$1.41

   

…/cont’d

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 21


Note 9

Share Capital – (cont’d)


e)

Commitments: – (cont’d)


i)

Stock-based Compensation Plan – (cont’d)


  

Weighted

  

Average

  

Exercise

 

Number

Price

   

Outstanding, April 30, 2007

2,100,000

$1.33

Granted

1,015,000

$0.75

Cancelled

(350,000)

$1.35

   

Outstanding, December 31, 2007

2,765,000

$1.10

   

Exercisable, December 31, 2007

1,647,500

$1.26

   

Exercisable, April 30, 2007

1,141,528

$1.34


During the period ended December 31, 2007, the Company granted 1,015,000 to its directors, officers and consultants and their vesting terms are as follows:


Number of

 

Options

Vesting term

  

715,000

12.5% on date of grant and 12.5% every three months thereafter

200,000

25% every three months from date of grant

100,000

33 1/3% every six months from date of grant


As at December 31, 2007, there are 2,765,000 share purchase options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 22


Note 9

Share Capital – (cont’d)


e)

Commitments: – (cont’d)


i)

Stock-based Compensation Plan – (cont’d)


Number of Options

Exercisable

Exercise Price

Expiry Date

    

100,000

100,000

$1.32

January 2, 2008*

400,000

400,000

$1.32

March 28, 2008*

50,000

12,500

$0.75

July 18, 2010

150,000

-

$0.50

October 15, 2010

150,000

131,250

$1.41

May 14, 2011

700,000

525,000

$1.32

August 17, 2011

400,000

300,000

$1.32

September 5, 2011

715,000

178,750

$0.75

July 18, 2012

   100,000

            -

$0.75

November 20, 2012

    

2,765,000

1,647,500

  


* These options expired unexercised.


During the period ended December 31, 2007, stock-based compensation of $897,088 (April 30, 2007 - $1,157,906; April 30, 2006 - $149,875; April 30, 2005 - $22,385) was expensed by the Company.  


Assumptions used in determining the fair value of the options vested in the periods are as follows:


  

December 31,

April 30,

  

2007

   2007

2006

2005

      
 

Weighted average fair value of

 options granted


$0.44


 $0.99


$1.32


$0.25

 

Expected dividend yield

0.0%

  0.0%

0.0%

0.0%

 

Expected volatility

100%

   91%

419%

35%

 

Risk-free interest rate

4.50%

4.07%

2.88%

3.0%

 

Expected term

4.6 years

5 years

2 years

2 years


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 23


Note 9

Share Capital – (cont’d)


e)

Commitments – (cont’d)


ii)

Share Purchase Warrants


Warrant transactions and the number of warrants outstanding are summarized as follows:


 

December 31,

April 30,

 

2007

2007

  

Weighted

 

Weighted

  

Average

 

Average

 

Number of

Exercise

Number of

Exercise

 

Warrants

Price

Warrants

Price

     

Balance, beginning of year

18,286,255

$1.12

2,478,750

$0.80

Granted

4,089,322

$0.81

18,286,255

$1.12

Exercised

-

$     -

(15,000)

$0.80

Expired/cancelled

(5,210,000)

$1.65

(2,463,750)

$0.80

     

Balance, end of year

17,165,577

$0.89

18,286,255

$1.12


 

April 30,

April 30,

 

2006

2005

  

Weighted

 

Weighted

  

Average

 

Average

 

Number of

Exercise

Number of

Exercise

 

Warrants

Price

Warrants

Price

     

Balance, beginning of year

240,000

$0.25

-

-

Granted

2,478,750

$0.80

240,000

$0.25

Exercised

(240,000)

$0.25

-

    -   

     

Balance, end of year

2,478,750

$0.80

240,000

$0.25


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 24


Note 9

Share Capital – (cont’d)


e)

Commitments – (cont’d)


ii)

Share Purchase Warrants


At December 31, 2007, the following share purchase warrants were outstanding and exercisable:

Number of Shares

Exercise Price

Expiry Date

   

400,000

$1.31

September 19, 2008

1,183,172

$0.75

October 26, 2008

5,477,720*

$1.00

December 13, 2008

558,466*

$0.70

December 13, 2008

50,659*

$0.70

December 29, 2008

175,000*

$1.00

February 8, 2009

26,250*

$0.70

February 8, 2009

456,050*

$0.55

April 27, 2009

     5,932,110*

$0.85

April 27, 2009

171,150

$0.85

May 17, 2009

  2,735,000

$0.85

May 17, 2009

18,286,255

  


* During the term of these warrants if the common shares of the Company close at or above $1.85 (affecting 6,388,160 warrants) or $2.00 (affecting 6,288,095 warrants) per share for more than 20 consecutive trading days, then the Company, at its option, will be entitled to accelerate the expiry of the warrants at that time to a term of 30 calendar days.  


Note 10

Related Party Transactions


The Company incurred the following costs and expenses with a company with a common director, and directors and officers of the Company:

 

December 31,

April 30,

 

2007

2007

2006

2005


    

Accounting and audit fees

$

-

$

4,000

$

18,500

$

6,000

Consulting

181,583

177,740

-

-

Deferred exploration costs

-

-

35,097

-

Legal fees

35,535

42,585

33,801

-

Payroll and benefits

47,375

-

-

26,086

Professional

-

-

40,000

30,000

Share issue costs

-

-

-

26,086

     
 

$

264,493

$

224,325

$

127,398

$

62,086


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 25


Note 10

Related Party Transactions


These charges were in the normal course of operations and were measured by the exchange amount, which is the amount agreed upon by the transacting parties.  


Included in payroll and benefits noted above were directors fees of $47,375 (April 30, 2007 - $nil; April 30, 2006 - $Nil; April 30, 2005 - $Nil).  Included in consulting and professional noted above were management fees of $121,160 (April 30, 2007 - $60,000; April 30, 2006 - $40,000; April 30, 2005 - $30,000).


Included in accounts payable and accrued liabilities is $31,750 due to directors for directors fees (April 30, 2007 - $Nil).  The payables are unsecured with no specific terms of repayment.  


Note 11

Income Taxes


At December 31, 2007, the Company has accumulated non-capital losses in Canada and net-operating losses in the U.S., which are available to reduce taxable income of future years.  The non-capital losses expire as follows:


 

US

Canada

Total

    

2011

$

-

$

21,000

$

21,000

2015

-

87,000

87,000

2026

-

229,000

229,000

2027

737,000

3,336,000

4,073,000

    
 

$

737,000

$

3,673,000

$

4,410,000


The provision for income taxes in the Statements of Operations differs from the amount that would be computed by applying the expected tax rate to the loss before income taxes.  The expected tax rate used was 34.12% (April 30, 2007 – 34.12%).   The principal reasons for differences between such expected income taxes and the amount actually recorded are as follows:

#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 26


Note 11

Income Taxes – (cont’d)


 

December 31

April 30,

 

2007

2007

2006

2005

     

Expected income taxes recovery

$

(1,831,000)

$

(2,043,000)

$

(243,000)

$

(31,000)

Add (deduct):

    

Foreign income taxed at other

 Than Canadian statutory rate


8,000


-


-


-

Stock-based compensation

306,000

395,000

51,000

-

Effect of reduction in statutory

 rate


461,000


-


-


-

Other permanent differences

(17,000)

28,000

117,000

(10,651)

Valuation allowance

1,073,000

(164,565)

75,000

16,997

     

Future income tax recovery

$

-

$

(1,784,565)

$

-

$

(24,654)


Future income tax assets or liabilities on the balance sheet are comprised of temporary differences.  The significant components of the Company’s future tax assets are as follows:


 

December 31,

April 30,

 

2007

2007

   

Share issue costs

$

248,000

$

354,000

Property and equipment

676,000

20,000

Asset retirement obligation

55,000

73,000

Non-capital losses

1,206,000

665,000

   
 

2,185,000

1,112,000

Valuation allowance

(2,185,000)

(1,112,000)

   
 

$

-

$

-


Note 12

Commitments


The Company has committed to annual minimum rental payments (excluding operating costs and other fees) for office premises as follows:


2008

$    228,181

2009

228,682

2010

240,394

2011

178,683

2012

158,112

Thereafter

      158,112

  
 

$ 1,192,164



#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 27


Note 13

Amounts Receivable


During the period ended December 31, 2007, the Company’s major Joint Venture partner in the Chambers prospect, Altima Resources Ltd. (Altima), failed to perform financially with regard to their obligations under signed authorizations for expenditures totalling $2,194,986.  The Company is now exercising its rights under the Canadian Association of Petroleum Landmen Operating Procedure agreement to recover this amount, including setting off Altima’s share of income from the Chambers 3-17 well and initiating a legal action to sell Altima’s interest in the prospect to reduce the receivable.  


Given the uncertainty regarding the collectibility of the accounts receivable from Altima, the Company has recorded $1,150,000 as petroleum and natural gas costs during the period ended December 31, 2007 to reflect additional costs which the Company has borne on drilling this well. Any recovery will be recorded as a reduction of the petroleum and natural gas properties in the period that it occurs.  At December 31, 2007, $1,044,986 is included in amounts receivable due from Altima, of which $300,000 was received subsequent to December 31, 2007.  


Note 14

Financial Instruments


a)

Fair Values of Financial Assets and Liabilities


Financial instruments consist mainly of cash and cash equivalents, amounts receivable, funds held in trust, reclamation deposits, accounts payable and accrued liabilities, bank loan and note payable.  At December 31, 2007 and April 30, 2007, there are no significant differences between the carrying amounts reported on the balance sheet and their estimated fair values.  


b)

Credit Risk


Substantially all of the Company’s cash and cash equivalents are held at chartered banks and as such the Company is exposed to the risks of the institutions.  


The majority of the amounts receivable is in respect of oil and natural gas operations.  The Company generally extends unsecured credit to these customers and, therefore, the collection of accounts receivable may be affected by changes in economic or other conditions and may, accordingly, impact the Company’s overall credit risk.  Management believes the risk is mitigated by the size and reputation of the companies to which they extend credit.  The Company has not experienced any material credit loss in the collection of receivables in the past other than with Altima which has been allowed for (Note 13).  


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 28


Note 14

Financial Instruments – (cont’d)


c)

Commodity Price Risk


The Company’s operations are exposed to commodity price fluctuations.  Management monitors commodity prices and initiates instruments to manage exposure to these risks when it deems appropriate.  


d)

Foreign Exchange Risk


The Company is exposed to fluctuations in the rate of exchange in respect of its US operations.  A portion of the Company’s cash and cash equivalents, accounts receivable, accounts payable, notes payable and bank loan are denominated in US dollars and, consequently, the Company is subject to the risk of fluctuating foreign exchange rates.  


Note 15

Non-Cash Transactions


Investing and financing activities that do not have a direct impact on current cash flows are excluded from the Consolidated Statements of Cash Flows.  The following transactions have been excluded from the Consolidated Statements of Cash Flows:


-

During the period ended December 31, 2007, the Company capitalized $101,987 asset retirement costs.


-

During the period ended December 31, 2007, the Company issued 171,150 broker’s warrants as finder’s fee with a fair value of $56,599.


-

During the period ended December 31, 2007, the Company utilized shares subscriptions of $582,490 received at April 30, 2007.


-

During the year ended April 30, 2007, the Company issued 1,255,255 broker’s warrants as finder’s fee with a fair value of $201,484.


-

During the year ended April 30, 2006, the Company issued 3,000,000 common shares valued at $1.25 per share for a total of $3,750,000 pursuant to an oil and gas properties acquisition agreement.


-

During the year ended April 30, 2005, the Company issued 100,000 common shares valued at $0.10 per share for a total value of $10,000 pursuant to a mineral property option agreement.


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 29


Note 16

Geographic Segments


The Company has one segment and operates in two geographic regions as follows:


 

December 31

2007

 

Canada

United States

Total

    

Oil and gas revenue, net

$                  -

$        192,654

$          192,654

Property and equipment

$  15,080,632

$     2,546,850

$     17,627,482


 

April 30

2007

 

Canada

United States

Total

    

Oil and gas revenue, net

$                  -

$        181,877

$         181,877

Property and equipment

$  12,434,694

$     2,208,031

$     14,642,725



Note 17

Subsequent Events


a)

Repricing of share purchase options


In January 2008, the Company’s Board of Directors has approved the re-pricing for certain outstanding director, officer and consultant stock options, presently exercisable at $1.32 and $1.41 per share to purchase up to 1,200,000 shares, to be exercisable at a reduced exercise price of $0.75 per share. This amendment is subject to the acceptance of the TSX, and the approval of the disinterested shareholders, which approval the Company plans to seek at its next general meeting.


b)

Issuance of shares


i)

In May 2008, the Company issued a private placement of 19,964,350 units at $0.30 per unit.  Each unit consists on one common share and one-half share purchase warrant.  Each whole share purchase warrant entitles the holder to purchase one additional common share of the Company at $0.45 per share for an eighteen month period.


ii)

In May 2008, the Company issued a private placement of 5,435,300 flow-through shares at a price of $0.33 per flow-through share.


iii)

In connection with the private placements noted in (i) and (ii) above, the Company paid total share issuance costs of $369,791 in cash and 477,884 broker’s warrants.  Each broker’s warrant entitles the holder to purchase one common share of the Company at $0.45 per share for an eighteen month period.

#




Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 30


Note 18

Comparative figures


Certain of the comparative figures have been reclassified to conform to the current year’s presentation.


Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United

States of America


The financial statements have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States of America (“US GAAP”).


The Company’s accounting principals generally accepted in Canada differ from accounting principles generally accepted in the United States of America as follows:


a)

Mineral Property Costs


Under Canadian GAAP, acquisition costs including staking costs are capitalized.  In accordance with EITF 04-2 under US GAAP, acquisition costs only are considered tangible assets and are capitalized.  The capitalized acquisition costs are reviewed by management for impairment whenever circumstances change which could indicate that the carrying amount of these assets may not be recoverable based on proven and probable reserves.  


Under Canadian GAAP, exploration expenditures include all direct and indirect exploration activities and are capitalized.  Under US GAAP, exploration expenditures include only direct exploration activities and are expensed as incurred unless commercial feasibility is established.


During the year ended April 30, 2006, management determined that there was impairment on the capitalized costs and terminated the option agreement on the mineral property.  Accordingly, the acquisition costs and exploration expenditures were written-off.  


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 31


Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United

States of America – (cont’d)


b)

Oil and Gas Properties


The Company performs an impairment test that limits net capitalized costs to the discounted estimated future net revenue from proved and risked probable oil and natural gas reserves plus the cost of unproved properties less impairment, using forward prices. For Canadian GAAP the discount rate used must be equal to a risk free interest rate. Under US GAAP, companies using the full cost method of accounting for oil and gas producing activities perform a ceiling test on each cost centre using discounted estimated future net revenue from proved oil and gas reserves using a discount rate of 10 per cent. Prices used in the US GAAP ceiling tests are those in effect at year-end. The amounts recorded for depletion and depreciation have been adjusted in the periods following the additional write-downs taken under US GAAP to reflect the impact of the reduction of depletable costs.


A U.S. GAAP difference also exists relating to the basis of measurement of proved reserves that is utilized in the depletion calculation.  Under US GAAP, depletion charges are calculated by reference to proved reserves estimated using constant prices.  Under Canadian GAAP, depletion charges are calculated by reference to proved reserves using future prices.


The differences have an immaterial impact on the Company’s financial statements, and therefore, no adjustments have been recorded.


c)

Net Loss per Share and Escrow Shares


Under US GAAP, performance-based escrow shares are considered to be contingently issuable until the performance criteria has been satisfied and are excluded from the computation of the weighted average of shares outstanding.   The Company's escrow shares are not performance-based and therefore no adjustments have been made to the calculation of loss per share.


d)

Flow-through Shares


Under US GAAP, proceeds from the issuance of flow-through shares are allocated between the offering of shares and the sale of tax benefits.  The allocation is calculated based on the difference between the fair value of the stock issued and the sale of tax benefits.  The difference between the fair value and the proceeds is recognized as a liability for accounting purposes.  The liability is relieved and the corresponding future tax liability is recognized when the Company renounces its exploration expenditures to the flow-through share investors.  The difference between the liability recognized at the time of issuance and the deferred tax liability upon renunciation will be included as income tax expenses.

#




Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 32


Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United

States of America – (cont’d)


There were no flow-through shares issued during the years ended April 30, 2006 and 2005.


During the year ended April 30, 2007, the Company issued 7,246,800 flow-through shares for proceeds of $5,825,510.  As at April 30, 2007, a total of 875,000 shares ($595,250) had not been renounced, resulting in a year-end liability of $202,385.


During the period ended December 31, 2007, the Company issued 150,000 flow-through shares for proceeds of $82,500.  As at December 31, 2007, a total of 1,025,000 ($677,750) flow-through shares had not been renounced, resulting in a year-end liability of $230,435.


e)

New Accounting Standards


In 2007 and 2006, the FASB issued new and revised standards, all of which were assessed by Management to be not applicable to the Company with the exception of the following:


-

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to increase consistency and comparability in fair value measurements and to expand their disclosures. The new standard includes a definition of fair value as well as a framework for measuring fair value. The standard was set to be effective for fiscal periods beginning after November 15, 2007. On December 14, 2007, the FASB issued proposed FSP FAS 157-b to defer Statement 157’s effective date for all non-financial assets and liabilities, except those items recognized or disclosed at fair value on an annual or more frequently recurring basis, until years beginning after November 15, 2008. This standard should be applied prospectively, except for certain financial instruments where it must be applied retroactively as a cumulative-effect adjustment to the balance of opening retained earnings in the year of adoption. The Company is currently evaluating the impact of this standard on its financial statements.


#




Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 33


Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United

States of America – (cont’d)


e)

New Accounting Standards – (cont’d)


-

On February 15, 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS 159). FAS 159 provides an entity the option to report selected financial assets and liabilities at fair value and establishes new disclosure requirements for assets and liabilities to which the fair value option is applied. The standard is effective for fiscal periods beginning after November 15, 2007. The standard requires prospective application except when an entity elects the fair value option for items existing as of the date of adoption; the difference between the carrying amount and the fair value should be included in a cumulative effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact of this standard on its financial statements.


-

In December 2007, the FASB issued SFAS 141R “Business Combinations” which is effective for fiscal years beginning after December 15, 2008. SFAS 141R, which will replace FAS 141, is applicable to business combinations consummated after the effective date of December 15, 2008.  The Company is currently evaluating the impact that the adoption of SFAS No. 141R might have on its financial position or results of operations.


-

In December 2007, the FASB also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB 51”. SFAS No. 160 will change the accounting and reporting for minority interests, which will be re-characterized as non-controlling interests and classified as a component of equity. SFAS No. 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of SFAS 160 might have on its financial positions or results of operations.


-

In March 2008, the FASB issued SFAS 161 “Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS 133.  This Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The Company is currently evaluating the impact that the adoption of SFAS 161 might have on its financial position or results of operations.


#



Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 34


Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United

States of America – (cont’d)


e)

New Accounting Standards – (cont’d)


The impact on the financial statements is as follows:


     

October 6

 

Eight

   

2003 (Date of

 

Months

   

Inception)

 

Ended

   

to

 

December 31

Years ended April 30,

December 31,

Statements of Operations

2007

2007

2006

2005

2007

      

Net loss for the period per

 Canadian GAAP


$(5,365,035)


$(5,975,501)


$(717,289)


$(62,476)


$(12,167,182)

Mineral property exploration

 expenditures


-


-


(219,756)


(4,813)


(325,654)

Property acquisition costs and

 exploration costs written-off


-


-


     367,765


               -


   367,765

      

Net loss for the period

     under US GAAP


$(5,365,035)


(5,975,501)


$(569,280)


$(67,289)


$(12,125,071)

      

Basic and diluted loss per share:

     

     Canadian GAAP

$   (0.12)

$   (0.22)

$     (0.08)

$    (0.01)

 
      

     US GAAP

$   (0.12)

$   (0.22)

$     (0.06)

$    (0.01)

 


#




Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 35



Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United

States of America – (cont’d)


d)

New Accounting Standards – (cont’d)


 

Eight

   
 

Months

   
 

Ending

   
 

December 31

Years ended April 30,

Statements of Cash Flows

2007

2007

2006

2005

     

Cash flows from (used in) operating

 Activities per Canadian GAAP


$

(2,445,348)


$

(1,153,026)


$

882,017


$

(53,196)

Exploration expenditures incurred

 during the period


-


-


(219,756)


(18,003)

Cash flows from (used in) operating activities per US GAAP


(2,445,348)


(1,153,026)


662,261


(71,199)

     

Cash flows used in investing activities

 per Canadian GAAP


(4,921,449)


(14,354,519)


(2,198,152)


(18,003)

Mineral properties exploration

 expenditures


-


-


219,756


18,003

Cash flows provided by investing

 activities per US GAAP


(4,921,449)


(14,354,519)


(1,978,396)


-

     

Cash flows used in financing activities

 per Canadian and US GAAP


4,387,281


16,218,516


3,583,402


469,940

     

Increase (decrease) in cash and cash

 equivalents per Canadian and US

 GAAP



$

(2,979,516)



$

710,971



$

2,267,267



$

398,741


#




Unbridled Energy Corporation

(A Development Stage Company)

Notes to the Consolidated Financial Statements

for the eight month period ended December 31, 2007 and

for the years ended April 30, 2007, 2006 and 2005

(Stated in Canadian Dollars) – Page 36


Note 19

Differences Between Generally Accepted Accounting Principles in Canada and the United

States of America – (cont’d)


d)

New Accounting Standards – (cont’d)


   

December 31,

April 30,

Balance Sheets

  

2007

2007

     

Total assets per Canadian and US GAAP

 

$

20,448,655

$

18,455,073

     

Total liabilities per Canadian GAAP

  

$

6,608,005

$

1,428,510

Future tax liability – flow-through shares

 

230,435

202,385

     

Total liabilities per US GAAP

  

6,838,440

1,630,895

    

Total shareholders’ equity per Canadian GAAP

 

13,840,650

17,026,563

Adjustments for US GAAP – future taxes

 flow-through shares


(230,435)


(202,385)

     

Total shareholders’ equity per US GAAP

 

13,610,215

16,824,178

     
   

$

20,448,655

$

18,455,073


Note 20

Supplemental Information (Unaudited)


Summarized information from the unaudited statement of operations for the eight month period ended December 31, 2006 is as follows:


Revenues

$

46,872

Gross profit

$

40,857

Income taxes

$

-

Loss from continuing operations

$

(1,347,406)

Basic and diluted loss per share

$(0.05)














Signature Page



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.



Unbridled Energy Corporation

Registrant



Dated:  June 27, 2008

Signed: /s/  Joseph H. Frantz Jr.

 

Joseph H. Frantz Jr.

President and CEO



#