-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QUYLEMAYWW3ecAYrar1kzE1XFm1WwNypkWPtmh71SDofbWZLSNSgi64fWi6ifL64 EOw1dMboZNAiNaXLhZ5J/A== 0001062993-09-000071.txt : 20090113 0001062993-09-000071.hdr.sgml : 20090113 20090112175242 ACCESSION NUMBER: 0001062993-09-000071 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081130 FILED AS OF DATE: 20090113 DATE AS OF CHANGE: 20090112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Striker Energy Corp CENTRAL INDEX KEY: 0001362703 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202590810 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52218 FILM NUMBER: 09522524 BUSINESS ADDRESS: STREET 1: 901-360 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5H2V6 BUSINESS PHONE: 416-489-0093 MAIL ADDRESS: STREET 1: 901-360 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5H2V6 10-Q 1 form10q.htm FORM 10-Q Filed by sedaredgar.com - Striker Energy Corp. - Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2008

or

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

For the transition period from                  to

Commission File Number: 000-52218

STRIKER ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada 20-2590810
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

901 – 360 Bay Street, Toronto, ON, Canada M5H 2V6
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (416) 489-0093

N/A
Former Name, Address and Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]     No [   ]

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

Large accelerated filer [   ]   Accelerated filer                   [   ]
Non-accelerated filer   [   ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X]    No [   ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes [   ]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable
date: 20,506,000 shares of common stock issued and outstanding as of January 9, 2009.


ii

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
   Forward-Looking Statements 2
   Corporate Overview 3
   Anticipated Cash Requirements 4
   Plan of Operation/Projected Milestones 4
   Going Concern 4
   Liquidity and Capital Resources 5
   Off-Balance Sheet Arrangements 6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK 6
ITEM 4. CONTROLS AND PROCEDURES 7
PART II - OTHER INFORMATION 7
ITEM 1. LEGAL PROCEEDINGS 7
ITEM 1A. RISK FACTORS 7
   Risks Related to our Company 7
   Risks Relating To Our Business and the Oil and Gas Industry 9
   Risks Relating to Our Common Stock 11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS 13
SIGNATURES 14


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

 

 

Striker Energy Corp.
(An Exploration Stage Company)

Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008



Striker Energy Corp.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)

      As at 29  
  As at 30   February  
  November   2008  
  2008   (Audited)  
  $   $  
         
Assets        
         
Current        
Cash and cash equivalents 14,294   252  
         
Liabilities        
         
Current        
Accounts payable and accrued liabilities (Note 4) 4,462   22,436  
Due to related parties (Note 5) 1,128   33,924  
         
  5,590   56,360  
         
Stockholders’ deficiency        
Capital stock (Note 7)        
Authorized        
   150,000,000 common shares, par value $0.0001        
Issued and outstanding        
   30 November 2008 – 20,506,000 common shares, par value $0.0001 2,506   2,006  
   29 February 2008 – 20,006,000 common shares, par value $0.0001        
Additional paid-in capital 178,674   79,424  
Deficit, accumulated during the exploration stage (172,476 ) (137,538 )
         
  8,704   (56,108 )
         
  14,294   252  

Nature and Continuance of Operations (Note 1)

On behalf of the Board:

“Joseph Carusone”         Director

The accompanying notes are an integral part of these financial statements.



Striker Energy Corp.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)

  For the                  
  period from                  
  the date of                  
  inception on   For the three   For the three   For the nine   For the nine  
  18 March   month period   month period   month period   month period  
  2005 to 30   ended 30   ended 30   ended 30   ended 30  
  November   November   November   November   November  
  2008   2008   2007   2008   2007  
  $   $   $   $   $  
Expenses                    
Bank charges and interest 827   126   75   160   175  
Consulting fees 10,176   -   -   -   -  
Filing fees 6,518   1,668   350   2,668   1,750  
Investor relations 730   730   -   730   119  
Legal and accounting fees 78,040   11,890   5,963   21,423   16,628  
Licenses and permits 8,068   638   -   763   2,650  
Management fees (Notes                    
6, 7 and 9) 30,000   3,000   3,000   9,000   9,000  
Mineral property                    
expenditures 15,124   -   17,124   -   17,124  
Office expenses 568   294   39   439   101  
Recovery from mineral                    
property acquisition costs                    
(Notes 3 and 9) (5,000 ) -   -   (5,000 ) -  
Rent (Notes 6, 7 and 9) 7,200   600   600   1,800   1,800  
Transfer agent fees 8,386   1,368   1,949   2,955   2,904  
Web site development 1,839   -   -   -   -  
Write down of mineral                    
property acquisition                    
costs (Note 3) 10,000   -   -   -   -  
                     
Net loss for the period (172,476 ) (20,314 ) (29,100 ) (34,938 ) (52,251 )
                     
Basic and diluted loss                    
per common share     (0.001 ) (0.001 ) (0.002 ) (0.003 )
                     
Weighted average                    
number of common                    
shares used in per share                    
calculations     20,140,409   20,006,000   20,051,126   20,006,000  

The accompanying notes are an integral part of these financial statements.



Striker Energy Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)

  For the                  
  period from   For the   For the   For the   For the  
  the date of   three   three   nine   nine  
  inception on   month   month   month   month  
  18 March   period   period   period   period  
  2005 to 30   ended 30   ended 30   ended 30   ended 30  
  November   November   November   November   November  
  2008   2008   2007   2008   2007  
    $   $   $   $  
Cash flows from operating activities                    
Net loss for the period (172,476 ) (20,314 ) (29,100 ) (34,938 ) (52,251 )
   Adjustments to reconcile loss to net                    
   cash used by operating activities                    
       Contributions to capital by related                    
       party – expenses (Notes 6, 7 and 9) 37,200   3,600   3,600   10,800   10,800  
       Common shares issued for services                    
       (Notes 7 and 9) 30   -       -   -  
       Recovery from mineral property                    
       acquisition cost (Notes 3 and 9) (5,000 ) -   -   (5,000 ) -  
       Write down of mineral property                    
       acquisition costs (Note 3) 10,000   -   -   -   -  
Increase (decrease) in accounts payable                    
and accrued liabilities 9,462   (20,245 ) 11,215   (12,974 ) 1,550  
                     
  (120,784 ) (36,959 ) (14,285 ) (42,112 ) (39,901 )
                     
Cash flows from financing activities                    
Increase in due to related party (Note 5) 40,078   1,031   13,660   6,154   15,860  
Common shares returned to treasury                    
(Notes 7 and 9) (5,000 ) -   -   -   (5,000 )
Common shares issued for cash (Notes 6                    
and 7) 110,000   50,000   -   50,000   5,000  
                     
  145,078   51,031   13,660   56,154   15,860  
                     
Cash flows from investing activities                    
Acquisition of mineral property interest                    
(Note 3) (10,000 ) -   -   -   -  
                     
Increase (decrease) in cash and cash                    
equivalents 14,294   14,072   (625 ) 14,042   (24,041 )
Cash and cash equivalents, beginning                    
of period -   222   952   252   24,368  
Cash and cash equivalents, end of                    
period 14,294   14,294   327   14,294   327  

Supplemental Disclosures with Respect to Cash Flows (Note 9)

The accompanying notes are an integral part of these financial statements.



Striker Energy Corp.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
(Unaudited)

              Deficit,      
              accumulated      
  Number of       Additional   during the   Total  
  shares       paid-in   exploration   stockholders’  
  issued   Capital stock   capital   stage   deficiency  
      $   $   $   $  
Balance at 18 March 2005 (inception)                    
   Restricted common shares issued for                    
   cash ($0.0005 per share) –                    
   September 2005 (Note 7) 10,000,000   1,000   4,000   -   5,000  
   Contributions to capital by related                    
   party (Notes 6, 7 and 9) -   -   600   -   600  
   Net loss for the period -   -   -   (21,237 ) (21,237 )
                     
Balance at 28 February 2006 10,000,000   1,000   4,600   (21,237 ) (15,637 )
   Common shares issued for cash                    
   ($0.005 per share) – May 2006 (Note                    
   7) 10,000,000   1,000   49,000   -   50,000  
   Common shares issued for services                    
   ($0.005 per share) – August 2006                    
   (Notes 7 and 9) 6,000   6   24   -   30  
   Contributions to capital by related                    
   parties – expenses (Notes 6, 7 and 9) -   -   11,400   -   11,400  
   Net loss for the year -   -   -   (50,890 ) (50,890 )
                     
Balance at 28 February 2007 20,006,000   2,006   65,024   (72,127 ) (5,097 )
   Contributions to capital by related                    
   parties – expenses (Notes 6, 7 and 9) -   -   14,400   -   14,400  
   Common shares returned to treasury                    
   and cancelled for cash ($0.005 per                    
   share) – April 2007 (Notes 7 and 9) (1,000,000 ) (100 ) (4,900 ) -   (5,000 )
   Common shares issued for cash                    
   ($0.005 per share) – May 2007 (Note                    
   7) 1,000,000   100   4,900   -   5,000  
   Net loss for the year -   -   -   (65,411 ) (65,411 )
                     
Balance at 29 February 2008 20,006,000   2,006   79,424   (137,538 ) (56,108 )
   Contributions to capital by related                    
   parties – expenses (Notes 6, 7 and 9) -   -   10,800   -   10,800  
   Contributions to capital by related                    
   parties – loan forgiveness (Notes 5, 6                    
   and 9) -   -   38,950   -   38,950  
   Common shares issued for cash                    
   ($0.10 per share) – November 2008                    
   (Note 7) 500,000   500   49,500   -   50,000  
   Net loss for the period -   -   -   (34,938 ) (34,938 )
                     
Balance at 30 November 2008 20,506,000   2,506   178,674   (172,476 ) 8,704  

The accompanying notes are an integral part of these financial statements



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

1.

Nature and Continuance of Operations

   

Striker Energy Corp. (the “Company”) was incorporated under the laws of the State of Nevada on 18 March 2005. From inception, the Company intended to engage in the acquisition and exploration of mineral properties. On 28 September 2005, the Company entered into a mineral property option agreement with an unrelated third party (the “Seller”), wherein the Company would acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nevada. Early in the summer of 2008, the Company abandoned its efforts to acquire the Bald Mountain Claims with a notice to the Seller. The Company has transitioned it business from mineral property exploration to oil and natural gas exploration and is currently searching for oil and gas exploration opportunities.

   

The Company is an exploration stage company, as defined in Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”, and Industry Guide 7 of the Securities Exchange Commission Industry Guide. The Company is devoting all of its present efforts to securing and establishing its new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

   

The Company’s financial statements as at 30 November 2008 and for the nine month period ended 30 November 2008 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a loss of $34,938 for the nine month period ended 30 November 2008 (30 November 2007 – $52,251). The Company has a loss of $20,314 for the three month period ended 30 November 2008 (30 November 2007 – $29,100). The Company had working capital at 30 November 2008 of $8,704 (29 February 2008 – working capital deficit of $56,108).

   

Effective 12 September 2008, the Company completed a forward stock split by the issuance of two new common shares for each one outstanding common share of the Company. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on a retroactive basis (Note 7).

   

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. As at 30 November 2008, the Company’s assets only consisted of cash in the amount of $14,294. Management believes that the Company’s capital resources are not adequate to continue operating and maintaining its business strategy for the fiscal year ending 28 February 2009. Because the Company does not have any assets or revenue from operations, it does not believe it will be able to raise capital from traditional lending sources. Although the Company has historically raised capital from sales of equity, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

(1)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

As at 30 November 2008 the Company was not fully engaged in an operating business. The Company expects to incur exploration stage operating losses for the next year to eighteen months. It intends to rely on officers and directors to perform essential functions with minimal compensation until a business operation can be fully commenced. Management believes the Company will be able to raise sufficient capital to implement its business plan, and thus will continue as a going concern during this period while its plans are implemented. There can be no assurance that the Company will be able to raise any capital.

   
2.

Significant Accounting Policies

   

The following is a summary of significant accounting policies used in the preparation of these financial statements.

   

Basis of presentation

   

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The functional currency is the U.S. dollar, and the financial statements are presented in U.S. dollars.

   

Cash and cash equivalents

   

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

   

Financial instruments

   

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks rising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

(2)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

Oil and gas property

The Company follows the successful efforts method of accounting for its natural gas and oil activities. Under the successful efforts method, lease acquisition costs and all development costs are capitalized. Unproved properties are reviewed quarterly to determine if there has been impairment of the carrying value, and any such impairment is charged to expense in the period. Exploratory drilling costs are capitalized until the results are determined. If proved reserves are not discovered, the exploratory drilling costs are expensed. Other exploratory costs, such as seismic costs and other geological and geophysical expenses, are expensed as incurred. The provision for depreciation, depletion and amortization is based on the capitalized costs as determined above. Depreciation, depletion and amortization is on a cost center by cost center basis using the unit of production method, with lease acquisition costs amortized over total proved reserves and other costs amortized over proved developed reserves.

When circumstances indicate that proved properties may be impaired, the Company compares expected undiscounted future cash flows on a cost center basis to the unamortized capitalized cost of the asset. If the future undiscounted cash flows, based on the Company’s estimate of future natural gas and oil prices and operating costs and anticipated production from proved reserves, are lower than the unamortized capitalized cost, then the capitalized cost is reduced to fair market value.

The Company amortizes and impairs natural gas and oil properties on a field-by-field cost center basis. Management believes this policy provides greater comparability with other successful efforts natural gas and oil companies by conforming to predominant industry practice. In addition, the field level is consistent with the Company’s operational and strategic assessment of its natural gas and oil investments.

The Company is in the process of acquiring an oil and gas property and has no property at this time.

Reclamation costs

The Company’s policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production costs for each tonne of ore mined over the life of the mine. The amount charged is based on management’s estimation of reclamation costs to be incurred. The accrued liability is reduced as reclamation expenditures are made. Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that time.

Fair value of financial instruments and derivative financial instruments

The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

(3)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

Income taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109, “Accounting for Income Taxes”, as of its inception. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Basic and diluted net loss per share

The Company computes net income (loss) per share in accordance with SFAS No.128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

Comprehensive loss

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 30 November 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Segments of an enterprise and related information

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, supersedes SFAS No. 14, “Financial Reporting for Segments of a Business Enterprise”. SFAS No.131 establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No.131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable at this time.

(4)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

Start-up expenses

The Company has adopted Statement of Position No. 98-5, “Reporting the Costs of Start-up Activities”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from the date of inception on 18 March 2005 to 30 November 2008.

Foreign currency translation

The Company’s functional and reporting currency is the U.S. dollar. The financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Recent accounting pronouncement

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60” (“SFAS 163”). SFAS No. 163 provides enhanced guidance on the recognition and measurement to be used to account for premium revenue and claim liabilities and related disclosures and is limited to financial guarantee insurance (and reinsurance) contracts, issued by enterprises included within the scope of FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises.” SFAS 163 also requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163 is effective for financial statements issued for fiscal years and interim periods beginning after 15 December 2008, with early application not permitted. The Company does not expect SFAS 163 to have an impact on its financial statements.

(5)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for nongovernmental entities. Prior to the issuance of SFAS 162, GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles” (“SAS 69”). SAS 69 has been criticized because it is directed to the auditor rather than the entity. SFAS 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company does not expect SFAS 162 to have a material effect on its financial statements.

   

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133. SFAS 161 is effective prospectively for financial statements issued for fiscal years beginning after 15 November 2008, with early application encouraged. The adoption of SFAS 161 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

   

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after 15 December 2008. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on its results of operation and financial condition.

   
3.

Mineral Properties

   

On 28 September 2005, the Company entered into a mineral property option agreement with an unrelated third party, whereby the Company could acquire 50% of all rights, title and interests in and to the Bald Mountain Claims in Nye County, Nevada (the “Bald Mountain Claims”) by paying $5,000 in cash on signing (paid), $5,000 on the second anniversary of the agreement (accrued), $10,000 on the third anniversary of the agreement and to complete exploration expenditures totalling $500,000 by 28 September 2010.

(6)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

During the nine month period ended 30 November 2008, the Company abandoned its interest in the Bald Mountain Claims and recorded a recovery of mineral property acquisition costs of $5,000. This amount was previously recorded as payable on 28 September 2007 (Note 9).

   
4.

Accounts Payable and Accrued Liabilities

   

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

   
5.

Due to Related Parties

   

The balance due to a related parties is non-interest bearing, unsecured and is due on demand.

   

As at 30 November 2008, the amount due to related parties consisted of a loan in the amount of $1,128 payable to a shareholder that is the Company’s sole officer and director. At 29 February 2008, the amount due to related parties consisted of loans payable to former shareholders, officers and directors of the Company in the aggregate amount of $33,924.

   

During the nine month period ended 30 November 2008, two former officers and directors of the Company forgave loans to the Company totaling $38,950. The forgiveness of these loans has been recorded as contributions to capital (Notes 6 and 9).

   
6.

Related Party Transactions

   

During the nine month period ended 30 November 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2007 – $9,000, cumulative – $30,000) and for rent in the amount of $1,800 (30 November 2007 – $1,800, cumulative – $7,200) (Notes 7 and 9).

   

During the nine month period, an officer and director of the Company subscribed to 400,000 common shares of the Company valued at $0.10 per share for total cash proceeds of $40,000 (Notes 7 and 9).

   

During the nine month period ended 30 November 2008, two former officers and directors of the Company forgave loans to the Company totaling $38,950. The forgiveness of these loans has been recorded as contributions to capital (Notes 5 and 9).

   
7.

Capital Stock

   

Authorized

   

The total authorized capital is 150,000,000 common shares with a par value of $0.0001.

   

Issued and outstanding

   

As at 30 November 2008, the total issued and outstanding capital stock consisted of 20,506,000 shares of common stock with a par value of $0.0001.

(7)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

On 1 September 2005, 10,000,000 common shares of the Company were issued to an officer and director of the Company for cash proceeds of $5,000.

   

On 2 May 2006, the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation D, registered in the State of Nevada, and issued 10,000,000 common shares for total cash proceeds of $50,000.

   

On 29 August 2006, 4,000 common shares valued at $0.005 per share of the Company were issued to an officer and director of the Company for services rendered (Note 9).

   

On 1 February 2007, 2,000 common shares valued at $0.005 per share of the Company were issued to a director of the Company for services rendered (Note 9).

   

On 30 April 2007, 1,000,000 common shares of the Company were returned to treasury and cancelled; $5,000 was returned to the investors (Note 9).

   

On 14 May 2007, 1,000,000 common shares valued at $0.005 per share of the Company were issued for total cash proceeds of $5,000.

   

Effective 12 September 2008, the Company completed a 2 to 1 forward stock split and increased the authorized share capital from 75,000,000 common shares to 150,000,000 common shares with the same par value of $0.0001. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on retroactive basis (Note 1).

   

On 6 November 2008, 500,000 common shares valued at $0.10 per share of the Company were issued for total cash proceeds of $50,000 (Note 6).

   

During the nine-month period ended 30 November 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2007 – $9,000, cumulative – $30,000) and for rent in the amount of $1,800 (30 November 2007 – $1,800, cumulative – $7,200) (Notes 6 and 9).

   
8.

Income Taxes

   

The Company has losses carried forward for income tax purposes to 30 November 2008. There are no current or deferred tax expenses for the period ended 30 November 2008 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carry- forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

(8)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

The provision for refundable federal income tax consists of the following:

      For the nine     For the nine  
      month period     month period  
      ended 30     ended 30  
      November     November  
      2008     2007  
      $     $  
  Refundable federal tax asset attributable to:            
  Current operations   11,879     17,765  
  Contributions to capital by related party   (3,672 )   (3,672 )
  Less: Change in valuation allowance   8,207     (14,093 )
               
  Net refundable amount   -     -  

The composition of the Company’s deferred tax assets as at 30 November 2008 and 29 February 2008 is as follows:

            As at 29  
      As at 30     February  
      November     2008  
      2008     (Audited)  
      $     $  
  Net operating loss carry-forward   135,276     111,108  
               
  Statutory federal income tax rate   34%     34%  
  Effective income tax rate   0%     0%  
               
  Deferred tax asset            
  Tax loss carry-forward   45,994     37,777  
  Less: Valuation allowance   (45,994 )   (37,777 )
               
  Net deferred tax asset   -     -  

The potential income tax benefit of these losses has been offset by a full valuation allowance.

As at 30 November 2008, the Company has an unused net operating loss carry-forward balance of approximately $135,276 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires through 2026 and 2028.

(9)



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
30 November 2008

9.

Supplemental Disclosures with Respect to Cash Flows


      For the     For the        
      period from     nine     For the  
      inception on     month     nine month  
      18 March     period     period  
      2005 to 30     ended 30     ended 30  
      November     November     November  
      2008     2008     2007  
      $     $     $  
  Cash paid during the period for interest   -     -     -  
  Cash paid during the period for income taxes   -     -     -  

On 29 August 2006, 4,000 common shares valued at $0.005 per share of the Company were issued to an officer and director of the Company for services rendered (Note 7).

On 1 February 2007, 2,000 common shares valued at $0.005 per share of the Company were issued to a director of the Company for services rendered (Note 7).

On 30 April 2007, 1,000,000 common shares of the Company were returned to treasury and cancelled; $5,000 was returned to the investors (Note 7).

During the nine month period ended 30 November 2008, two former officers and directors of the Company forgave loans to the Company totaling $38,950. This loan forgiveness has been recorded as contributions to capital (Notes 5 and 6).

During the nine month period ended 30 November 2008, the Company abandoned its interest in the Bald Mountain Claims and recorded a recovery of mineral property acquisition costs of $5,000. This amount was previously recorded as payable on 28 September 2007 (Note 3).

During the nine month period ended 30 November 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $9,000 (30 November 2007 – $9,000, cumulative – $30,000) and for rent in the amount of $1,800 (30 November 2007 – $1,800, cumulative – $7,200) (Notes 6 and 7).

(10)


2

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements made in this quarterly report on Form 10-Q include statements about:

  • our plans to identify and acquire properties that we believe will be prospective for natural gas and crude oil;

  • our plans to hire veteran industry experts and expand our management team;

  • our expectation that the demand and market price for natural gas and crude oil will eventually increase;

  • our expectation that we will be able to raise capital when we need it.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

  • general economic and business conditions;

  • our ability to identify attractive properties and negotiate their acquisition;

  • our ability to establish or find reserves on any property that we acquire;

  • volatility in market prices for natural gas and crude oil;

  • risks inherent in natural gas and crude oil operations;

  • competition for, among other things, capital, oil and natural gas properties and skilled personnel;

  • political instability or changes of laws in the countries in which we operate or propose to operate and risks of terrorist attacks;

  • other factors discussed under “ITEM 1A. RISK FACTORS” of this Form 10-Q, beginning at page 7, below.

These risks may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this current report and unless otherwise indicated, the terms "we", "us" and "our" refer to Striker Energy Corp. Unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.


3

Corporate Overview

The following discussion should be read in conjunction with the information contained in our unaudited financial statements and notes thereto included in this quarterly report on Form 10-Q, as well as our audited financial statements and notes thereto included in our annual report on Form 10-KSB for the year ended February 29, 2008, which can be found in its entirety on the SEC’s website at www.sec.gov , filed under our SEC File Number 0-52218.

Our company was incorporated under the laws of Nevada on March 18 2005. Effective September 12, 2008, we amended our Articles of Incorporation to effect a two-for-one forward split of both our issued and outstanding common stock and our authorized capital. After giving effect to this split, we are authorized to issue up to 150,000,000 shares of common stock, par value of $0.0001. Unless otherwise noted, all references in this quarterly report on Form 10-QSB to number of shares, price per share or weighted average number of shares outstanding have been adjusted to reflect this stock split on a retroactive basis.

Change in Control

On August 18, 2008, our former president, chief executive officer, principal accounting officer, treasurer and director sold 10,000,000 shares of our common stock to OPEX Energy Corp., a privately held Alberta company. Although our company was not a party to this transaction, it resulted in a change of control of our company as, at the completion of this transaction, OPEX Energy Corp. owned approximately 49.9% of our issued and outstanding common stock. Also on August 18, 2008, Konstantin Gregovic resigned from our board of directors, and Shawn Perger and Brian Cole resigned from all offices held by them in our company. Joseph Carusone, the president and a director of OPEX Energy Corp., was appointed to our board to fill the vacancy created by Mr. Gregovic’s resignation, and he was appointed to serve as our president, secretary and treasurer.

On August 28, 2008, Messrs. Perger and Cole resigned from our Board of Directors, leaving Mr. Carusone as our sole officer and director.

Business Plan

From inception, we were engaged in the mineral exploration business. In September of 2005, we entered into a Mineral Property Option Agreement with an unrelated vendor in which we agreed to acquire an option to purchase a group of mineral claims located in the State of Nevada known as the Bald Mountain claims. Early in the summer of 2008, we gave notice to the vendor of our decision to abandon our option to acquire the Bald Mountain claims, thereby terminating the mineral property option agreement. We have now transitioned from the mineral exploration business to the oil and natural gas business and we are currently searching for oil and gas exploration opportunities.

We have begun to look for oil and gas opportunities in emerging North American shale plays such as the Marcellus Shale, the Mowry Shale, the Utica Shale and the Bakken Formation, among other as yet unidentified opportunities. We have also begun to look to hire veteran industry experts to expand our management team and better position our company in the oil and gas business.

We believe that developments in technology and increasing energy prices made development of gas shales in North America a priority among exploration and production companies. Although the recent decline in the price of oil and gas represents a reversal of this trend, we believe that the trend towards increasing prices for energy will eventually be reinstated. We intend to continue our search for ‘large footprint’ oil and gas rights in less developed shale plays that offer a similar prospect for appreciation in value, and are prospective for large scale development.

We intend to add experts in finance, geology, engineering, and land management to better capitalize on the specific opportunities available to the company. Our CEO is an engineer by training with experience in finance and oil and gas exploration and production. We intend to attract and retain additional specialists to address the specific market segment already identified and to cultivate additional value for shareholders. Specialists include geologists with experience identifying regions prospective for oil and gas in place, land managers capable of acquiring large contiguous blocks of land, and engineers who know how to advance exploration into production.


4

Anticipated Cash Requirements

We estimate our minimum operating expenses and working capital requirements for the next 12 month period to be as follows:

Exploration (and appraisal) Costs $  500,000  
Employee and Consultant Compensation   200,000  
Professional Fees   50,000  
General and Administrative Expenses   50,000  
Total $  800,000  

Plan of Operation/Projected Milestones

We intend to advance our oil and gas interests by hiring experienced personnel and acquiring oil and gas assets.

Over the next 12 months, we intend to focus on raising the capital needed to achieve our short term goals. Our short term goals include staffing and the identification of one or more oil or natural gas properties. We believe that we will need approximately $800,000 in order to achieve these goals, though there can be no assurance that we can raise this money or achieve these goals.

During the next 12 months, we expect that we will incur general and administrative expenses of approximately $50,000. This includes anticipated office rent, travel costs and compensation during the period while we are pursuing our goal of raising approximately $1,000,000 in capital.

With the capital in hand, we intend to attract and retain professionals to serve in executive capacities and we expect to incur related expenses totaling $200,000 in employee and consultant compensation over the course of the next twelve months.

Within 12 months, we hope to identify an oil and gas asset for acquisition or investment. We expect to incur expenses totaling $500,000 that include costs associated with identification of the opportunity and the initial acquisition cost (i.e. an option or farm-in agreement).

To support our ongoing disclosure and regulatory obligations as well as irregular ‘special events’, we expect to incur professional services (i.e. legal, accounting, and auditing) fees totaling $50,000 over the next 12 months.

Going Concern

Our unaudited financial statements and information for the period ended November 30, 2008 have been prepared by our management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We have generated no revenues to date and have incurred net losses of approximately $20,314 during the three month period ended November 30, 2008 and approximately $172,476 from inception (March 18, 2005) through November 30, 2008. We cannot provide any assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional funds through the sale of debt and/or equity. On November 30, 2008 we had cash of $14,294. Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for more than three months. If we are unable to raise additional capital in the near future, we expect that we will need to curtail operations, liquidate any assets that we might own, seek additional capital on less favorable terms and/or pursue other remedial measures. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Revenues

We have had no operating revenues since our inception on March 18, 2005.


5

Expenses

The major components of our expenses for the three and nine months ended November 30, 2008 are outlined in the table below:

          For the three           For the nine  
    For the three     month period     For the nine     month period  
    month period     ended 30     month period     ended 30  
    ended 30     November     ended 30     November  
    November 2008     2007     November 2008     2007  
    $     $     $     $  
Expenses                        
Bank charges and interest   126     75     160     175  
Consulting fees   -     -     -     -  
Filing fees   1,668     350     2,668     1,750  
Investor relations   730     -     730     119  
Legal and accounting fees   11,890     5,963     21,423     16,628  
Licenses and permits   638     -     763     2,650  
Management fees   3,000     3,000     9,000     9,000  
Mineral property                        
expenditures   -     17,124     -     17,124  
Office expenses   294     39     439     101  
Recovery from mineral                        
property acquisition costs   -     -     (5,000 )   -  
Rent   600     600     1,800     1,800  
Transfer agent fees   1,368     1,949     2,955     2,904  
Web site development   -     -     -     -  
Write down of mineral                        
property acquisition costs   -     -     -     -  
                         
Net loss for the period   (20,314 )   (29,100 )   (34,938 )   (52,251 )

Our net losses for the three and nine-month periods ended November 30, 2008 were $20,314 and $34,938, respectively, as compared to a net loss for the three and nine-month periods ended November 30, 2007 of $29,100 and $52,251, respectively, a decrease of approximately $8,786 and $17,313, respectively, or approximately 30% for the three-month period and 33% for the nine-month period, year over year. The decrease in expenses for both the three and the nine-month periods ended November 30, 2008 was due primarily to a non-recurring mineral property expense incurred during the three month period ended November 30, 2007. Our net loss for the period since inception is $172,476.

Liquidity and Capital Resources

Working Capital

    November 30,     February 29,  
    2008     2008  
Current Assets $  14,294   $  252  
Current Liabilities $  (5,590 ) $  (56,360 )
Working Capital (Deficit) $  8,704   $  (56,108 )

The increase in our working capital was primarily due to a private placement that we completed on November 5, 2008, in which we sold 500,000 shares of our common stock for $0.10 per share, for gross proceeds of $50,000.


6

Cash Flows

    Three Months Ended     Nine Months Ended  
    November 30     November 30  
          Percentage           Percentage  
          Increase           Increase  
    2008     2007 (Decrease)     2008     2007 (Decrease)  
Net cash used in Operating Activities $  (36,959 ) $ (14,285 ) $ (42,112 ) $  (39,901 )
Net cash provided by Financing Activities   51,031     13,660     56,154     15,860  
Net cash used in Investing Activities   -     -     -     -  
Increase (decrease) Cash and Cash                        
Equivalents during the period $  14,072   $ (625 ) $  14,042   $  (24,041 )

Cash Used In Operating Activities

During the three months ended November 30, 2008 we used net cash in operating activities in the amount of $36,959. The cash used in the three months ended November 30, 2008 by our operating activities was used primarily for legal and accounting fees.

Cash from Investing Activities

During the three months ended November 30, 2008, we incurred a total of $Nil in investing activities compared to $Nil for the same period in 2007.

Cash from Financing Activities

We received $51,031 from financing activities during the three months ended November 30, 2008 compared to $13,660 received during the three months ended November 30, 2007. The increase in net cash generated by financing activities is attributable to a private placement that we completed on November 5, 2008, in which we sold 500,000 shares of our common stock for $0.10 per share, for gross proceeds of $50,000.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations that provide financing, liquidity, market risk or credit risk support to us

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

Not applicable.


7

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our company’s internal control over financial reporting during the quarter ended November 30, 2008 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

Certificates

Certificates with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this Quarterly report on Form 10-Q.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

In addition to other information in this quarterly report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Related to our Company

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation. During the nine-month period ended November 30, 2008, we incurred a net loss of $34,938. From inception through November 30, 2008, we have incurred an aggregate loss of $172,476. We anticipate that we will continue to incur operating expenses without generating any revenues unless and until we are able to identify, acquire and develop an oil and gas opportunity. In addition, we expect that our operating expenses will increase substantially over the next 12 months as we ramp-up our proposed oil and gas business. We estimate our average monthly expenses over the next 12 months to be


8

approximately $8,300, including general and administrative expenses but excluding property acquisition costs and the cost of any exploration activities. On November 30, 2008, we had cash and cash equivalents of approximately $14,294. We believe that cash on hand as of the date of filing of this quarterly report on Form 10-Q is not sufficient to fund our currently budgeted operating requirements for the 12 month period ending December 31, 2009 and, in order to fund our anticipated budget for the next 12 months we believe that we will need to raise approximately $800,000. This amount could increase if we encounter difficulties that we are not now able to anticipate in advance. As we cannot assure a lender that we will be able to successfully acquire, explore and exploit and oil or natural gas property, we will almost certainly find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from the sale of equity but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our consolidated financial statements for the year ended February 29, 2008, which were included in our annual report on Form 10-KSB filed with the SEC on May 30, 2008. Although our consolidated financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

We are a development stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are a development stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. We have only begun engaging in the oil and gas exploration and development business and our company does not have an established history of locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Our only director and executive officer is employed elsewhere and his time and effort will not be devoted to our company full-time.

Our sole director and officer works for our company on an “as-needed” basis and he is employed in other positions with other companies. As a result, our company is and will continue to be managed on a part-time basis unless and until we can identify and hire additional skilled management personnel. Because of this, the management of our company may suffer and our company could under-perform or fail.

Because our sole director and officer is resident of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our sole director and officer.

Our sole director and officer is not a resident of the United States, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our sole officer and director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.


9

We are a new entrant into the oil and gas industry without a profitable or long operating history. We do not have any income producing oil and gas properties and we have limited financial resources. There is no means by which investors can evaluate our potential for success and there is no assurance that we will ever operate profitably.

We are an exploration stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. We only became engaged in the oil and gas exploration and development business on August 18, 2008 and we do not have an established history of locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

If we are unable to successfully recruit qualified managerial and field personnel having experience in oil and gas exploration, we may not be able to continue our operations.

In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting qualified managerial and field personnel having experience in the oil and gas exploration business. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We expect to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.

Risks Relating To Our Business and the Oil and Gas Industry

The oil and gas industry is highly competitive and there can be no assurance that we will be able to compete effectively.

The oil and gas industry is highly competitive. Although we do not believe that we will compete with other oil and gas companies for the sale of any oil and gas that we may produce, as there is sufficient demand in the world market for these products, we will compete with other oil and natural gas companies and other individuals for desirable oil and natural gas leases, drilling equipment, personnel and funds. Many of the companies that we will compete with have longer operating histories and substantially greater financial and other resources than we do. These larger or more experienced competitors may be able to more easily access capital markets than we can and may enjoy a competitive advantage in the recruitment of qualified personnel. They may be able to absorb the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced prices for oil and gas more easily than we can. Our competitors may be able to pay more for oil and gas leases and properties and may be able to define, evaluate, bid for and purchase a greater number of leases and properties than we can. Further, these companies may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to acquire additional properties in the future will depend upon our ability to conduct efficient operations, evaluate and select suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment. If we cannot compete, our business will fail and you could lose your entire investment.


10

There can be no assurance that we will identify and acquire an oil and natural gas exploration property. Even if we do acquire such a property, there can be no assurance that we will discover oil or natural gas in any commercial quantity thereon.

Exploration for economic reserves of oil and natural gas is subject to a number of risks. Even if we are able to acquire an oil and natural gas exploration property, few properties that are explored are ultimately developed into producing oil and/or natural gas wells. If we cannot acquire one or more oil or natural gas opportunities and discover or develop oil or natural gas in any commercial quantity thereon, our business will fail.

Oil and natural gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Oil and natural gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and natural gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our proposed activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, which could have an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any money on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to begin, expand or maintain our operations.

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour natural gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

Even if we acquire an oil and natural gas exploration property and establish that it contains oil or natural gas in commercially exploitable quantities, the potential profitability of oil and natural gas ventures depends upon factors beyond the control of our company.

Even if we are able to establish any oil or gas reserves on our properties, our ability to produce and market oil and gas is affected and also may be harmed by:

  • inadequate pipeline transmission facilities or carrying capacity;

  • government regulation of natural gas and oil production;

  • government transportation, tax and energy policies;

  • changes in supply and demand; and

  • general economic conditions.


11

Our future performance is dependent upon our ability to identify, acquire and develop oil and gas properties, the failure of which could result in under use of capital and losses.

Our future performance depends upon our ability to identify, acquire and develop oil and gas reserves that are economically recoverable. Our success will depend upon our ability to acquire working and revenue interests in properties upon which oil and gas reserves are ultimately discovered in commercial quantities, and our ability to develop prospects that contain proven oil and gas reserves to the point of production. Without successful acquisition and exploration activities, we will not be able to develop oil and gas reserves or generate revenues. We cannot provide you with any assurance that we will be able to identify and acquire oil and gas reserves on acceptable terms, or that oil and gas deposits will be discovered in sufficient quantities to enable us to recover our exploration and development costs or sustain our business.

Exploratory drilling involves many risks that are outside our control which may result in a material adverse effect on our business, financial condition or results of operations.

The business of exploring for and producing oil and gas involves a substantial risk of investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive or that, although productive, the wells may not produce oil or gas in economic quantities. Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, power outages, sour gas leakage, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic if water or other deleterious substances are encountered that impair or prevent the production of oil or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. There can be no assurance that oil and gas will be produced from the properties in which we have interests.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 150,000,000 shares of common stock with a par value of $0.0001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more properties, to fund our proposed exploration programs and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock is restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. 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 in a form prepared by the Securities and Exchange Commission, which 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. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock


12

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 stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Bulletin Board, none of our shares have yet been purchased or sold on that market. Even when a market is established and trading begins, trading through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of identifying, acquiring, exploring and, if warranted, developing commercial reserves of oil and gas. We do not currently own any properties. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.


13

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 5, 2008, we issued an aggregate of 500,000 shares of common stock to two investors in a non-brokered off-shore private placement, at a purchase price of US$0.10 per share, raising gross proceeds of $50,000, which were used for working capital.

We issued the shares to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION

On October 30, 2008, we entered into a subscription agreement with each of two investors for the sale of an aggregate of 500,000 shares of common stock at a price of US $0.10 per share for gross proceeds of US $50,000. These shares were issued on November 5, 2008. Proceeds will be used for working capital.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K

Exhibit No. Description
3.1

Articles of Incorporation (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

3.2

By-laws (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

3.3

Certificate of Change (attached as an exhibit to our current report on Form 8-K filed on September 15, 2008)

10.1

Option Agreement (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

10.2

Geological Summary Report (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

10.3

Form of Private Placement Subscription Agreement (attached as an exhibit to our current report on Form 8-K filed on November 6, 2008)

31.1*

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

32.1*

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

*attached herewith


14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STRIKER ENERGY CORP.

By: /s/ Joseph Carusone
Joseph Carusone, President, CEO and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: January 12, 2009

 


EX-31.1 2 exhibit31-1.htm CERTIFICATION Filed by sedaredgar.com - Striker Energy Corp. - Exhibit 31.1

Exhibit 31.1

CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Carusone, certify that:

1.

I have reviewed this Form 10-Q of Striker Energy Corp.;

   
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   
4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
  (c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  (d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     
  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 12, 2009

/s/ Joseph Carusone
Joseph Carusone
President, CEO and director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)


EX-32.1 3 exhibit32-1.htm CERTIFICATION Filed by sedaredgar.com - Striker Energy Corp. - Exhibit 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Striker Energy Corp. for the quarter ended November 30, 2008 as filed with the Securities and Exchange Commission on the date hereof, the undersigned, Joseph Carusone, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that:

  1.

The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     
  2.

The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Striker Energy Corp.

January 12, 2009

  /s/ Joseph Carusone
  Joseph Carusone
  President, CEO, CFO and director
  (Principal Executive Officer, Principal Financial Officer
  and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Striker Energy Corp. and will be retained by Striker Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


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