-----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, IMWRniGqr4kVupV1IUsY1cqAQShClySb1g++2M9qUK7v/6z6/GaQDRDfVBGE+tD9 BTxt6VO5tk3Nih8o+60HpQ== 0001093287-08-000051.txt : 20080714 0001093287-08-000051.hdr.sgml : 20080714 20080711174639 ACCESSION NUMBER: 0001093287-08-000051 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080531 FILED AS OF DATE: 20080714 DATE AS OF CHANGE: 20080711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Striker Energy Corp CENTRAL INDEX KEY: 0001362703 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-52218 FILM NUMBER: 08949665 BUSINESS ADDRESS: STREET 1: 1305-12 AVE WEST STREET 2: SUITE 1401 CITY: VANCOUVER STATE: A1 ZIP: 00000 BUSINESS PHONE: 604-733-3356 MAIL ADDRESS: STREET 1: 1305-12 AVE WEST STREET 2: SUITE 1401 CITY: VANCOUVER STATE: A1 ZIP: 00000 10QSB 1 striker10qsb53108.htm QUARTERLY REPORT ON FORM 10Q-SB striker10qsb53108.htm

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

FORM 10-QSB

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
May 31, 2008

[ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ___ to ___

 
COMMISSION FILE NUMBER: 000-52218
 
 
STRIKER ENERGY CORP.
(Exact name of registrant as specified in its charter)

Nevada                                                                          &# 160;                      20-2590810
(State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer Identification No.)
 

  1305 - 12 Ave West, Suite 1402
Vancouver, BC, Canada V6H 1M3
                        (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (604) 733-3356

None
Former Name, Address and Fiscal Year, if Changed Since Last Report

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

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

The number of shares outstanding of the registrant's common stock as of  May 31, 2008 was 10,003,000.




1









TABLE OF CONTENTS
 


PART I: FINANCIAL INFORMATION

Item 1. Financial Statements......................................……………………………………………………... 4

Item 2. Management's Discussion and Analysis or Plan of Operation .…………………………….. 19
 
Item 3. Controls and Procedures....................................……………………………………………..…... 21

PART II: OTHER INFORMATION

Item 1A Risk Factors...............................................………………………………………………….........21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds………………………...…...…22

Item 6. Exhibits.................................................…………………………………………………..…............22

Signatures.....................................................…………………………………………………………..........22



Note Regarding Forward-Looking Statements

The statements contained in this Form 10-QSB that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as anticipate, expect, intend, plan, will, the Company believes, management believes and similar words or phrases. The forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.



2



PART I - FINANCIAL INFORMATION
 
Item 1. Financial Information

The financial statements for Striker Energy Corp. (the "Company") included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of the Company's financial position and the results of its operations for the interim periods presented. Because of the nature of the Company's business, the results of operations for the three-month period ended May 31, 2008 are not necessarily indicative of the results that may be expected for the full fiscal year. The financial statements included herein should be read in conjunction with the audited financial statements and notes for the year ended February 29, 2008, included in our annual report on Form 10-KSB, which can be found on the SEC website at www.sec.gov under our SEC File Number 0-52218.


 
 
 
 
 
 
 
 
 

 




3







Striker Energy Corp.
(An Exploration Stage Company)

Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008
 
 
 
 
 
 
 
 
 

 

4



Striker Energy Corp.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited)                                                                                                                               ;                                                                                                                                                                          &# 160;                                                                                            

   
As at 31 May 2008
 
As at 29 February 2008
(Audited)
   
$
 
$
         
Assets
       
         
Current
       
Cash and cash equivalents
 
240
 
252
         
Liabilities
       
         
Current
       
Accounts payable and accrued liabilities (Note 5)
 
25,377
 
22,436
Due to related party (Note 6)
 
36,970
 
33,924
         
   
62,347
 
56,360
         
Stockholders’ deficiency
       
Capital stock (Note 8)
       
Authorized
       
75,000,000 common shares, par value $0.0001
       
Issued and outstanding
       
31 May 2008 – 10,003,000 common shares, par value $0.0001
 
1,003
 
1,003
   29 February 2008 – 10,003,000 common shares, par value  $0.0001
       
Additional paid-in capital
 
84,027
 
80,427
Deficit, accumulated during the exploration stage
 
(147,137)
 
(137,538)
         
   
(62,107)
 
(56,108)
         
   
240
 
252

Nature and Continuance of Operations (Note 1) and Commitments (Note 9)

On behalf of the Board:

/s/ Shawn Perger, Director                                                       /s/ Brian Cole, Director


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


5



Striker Energy Corp.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)                                                                                                                               ;                                                                                                                                                                          &# 160;                                                                                            
 

 
For the period from the date of inception on 18 March 2005 to 31 May 2008
For the three month period ended 31 May 2008
For the three month period ended 31 May 2007
   
$
 
$
 
$
             
Expenses
           
Write down of mineral property acquisition costs
(Note 4)
 
10,000
 
-
 
-
Bank charges and interest
 
684
 
17
 
35
Consulting fees
 
10,176
 
-
 
-
Exploration of mineral property
 
15,124
 
-
 
-
Filing fees
 
4,850
 
1,000
 
200
Legal and accounting fees
 
60,441
 
3,824
 
2,539
Licenses and permits
 
7,430
 
125
 
350
Management fees (Notes 7, 8 and 11)
 
24,000
 
3,000
 
3,000
Office expenses
 
250
 
121
 
62
Rent (Notes 7, 8 and 11)
 
6,000
 
600
 
600
Transfer agent fees
 
6,343
 
912
 
355
Web site development
 
1,839
 
-
 
119
             
Net loss for the period
 
(147,137)
 
(9,599)
 
(7,260)
             
Basic and diluted loss per common share
     
(0.001)
 
(0.001)
             
Weighted average number of common shares used in per share calculations
     
10,003,000
 
10,003,000


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



6


Striker Energy Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)                                                                                                                               ;                                                                                                                                                                          &# 160;                                                                                              
 

 
For the period from the date of inception on 18 March 2005 to 31 May 2008
For the three month period ended 31 May 2008
For the three month period ended 31 May 2007
   
$
 
$
 
$
             
Cash flows from operating activities
           
Net loss for the period
 
(147,137)
 
(9,599)
 
(7,260)
Adjustments to reconcile loss to net cash used by operating activities
           
Write down of mineral property acquisition costs
(Note 4)
 
10,000
 
-
 
-
Contributions to capital by related party – expenses (Notes 7, 8 and 11)
 
30,000
 
3,600
 
3,600
      Common shares issued for services (Notes 8 and 11)
 
30
 
-
 
-
Changes in operating assets and liabilities
           
Increase (decrease) in accounts payable and accrued liabilities
 
25,377
 
2,941
 
(10,640)
             
   
(81,730)
 
(3,058)
 
(14,300)
             
Cash flows from financing activities
           
Increase in due to related party (Notes 6 and 7)
 
36,970
 
3,046
 
-
Common shares returned to treasury (Notes 8 and 11)
 
(5,000)
 
-
 
(5,000)
Common shares issued for cash (Notes 8 and 11)
 
60,000
 
-
 
5,000
             
   
91,970
 
3,046
 
-
             
Cash flows from investing activities
           
Acquisition of mineral property interest (Note 4)
 
(10,000)
 
-
 
-
             
Increase (decrease) in cash and cash equivalents
 
240
 
(12)
 
(14,300)
             
Cash and cash equivalents, beginning of period
 
-
 
252
 
24,368
             
Cash and cash equivalents, end of period
 
240
 
240
 
10,068
         
Supplemental Disclosures with Respect to Cash Flows (Note 11)
       

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

7



Striker Energy Corp.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Deficiency
(Expressed in U.S. Dollars)
(Unaudited)                                                                                                                               ;                                                                                                                                                                          &# 160;                                                                                            
 
 
Number of shares issued
Capital stock
Additional paid-in capital
Deficit, accumulated during the development stage
Total stockholders’ deficiency
       
$
 
$
 
$
 
$
                     
Balance at 18 March 2005 (inception)
                   
Restricted common shares issued for cash ($0.001 per share) – September 2005 (Note 8)
 
5,000,000
 
500
 
4,500
 
-
 
5,000
Contributions to capital by     related party (Notes 7 and 11)
 
-
 
-
 
600
 
-
 
600
Net loss for the period
 
-
 
-
 
-
 
(21,237)
 
(21,237)
                     
Balance at 28 February 2006
 
5,000,000
 
500
 
5,100
 
(21,237)
 
(15,637)
Common shares issued for cash ($0.01 per share) – May 2006 (Note 8)
 
5,000,000
 
500
 
49,500
 
-
 
50,000
Common shares issued for services ($0.01 per share) – August 2006 (Notes 7, 8 and 11)
 
3,000
 
3
 
27
 
-
 
30
Contributions to capital by related parties – expenses (Notes 7 and 11)
 
-
 
-
 
11,400
 
-
 
11,400
Net loss for the year
 
-
 
-
 
-
 
(50,890)
 
(50,890)
                     
Balance at 28 February 2007
 
10,003,000
 
1,003
 
66,027
 
(72,127)
 
(5,097)
Contributions to capital by related parties – expenses (Notes 7, 8 and 11)
 
-
 
-
 
14,400
 
-
 
14,400
Common shares returned to treasury and cancelled for cash ($0.01 per share) – April 2007 (Notes 8 and 11)
 
(500,000)
 
(50)
 
(4,950)
 
-
 
(5,000)
Common shares issued for cash ($0.01 per share) – May 2007 (Notes 8 and 11)
 
500,000
 
50
 
4,950
 
-
 
5,000
Net loss for the period
 
-
 
-
 
-
 
(65,411)
 
(65,411)
                     
Balance at 29 February 2008
 
10,003,000
 
1,003
 
80,427
 
(137,538)
 
(56,108)
Contributions to capital by related parties – expenses (Notes 7, 8 and 11)
 
-
 
-
 
3,600
 
-
 
3,600
Net loss for the period
 
-
 
-
 
-
 
(9,599)
 
(9,599)
                     
Balance at 31 May 2008
 
10,003,000
 
1,003
 
84,027
 
(147,137)
 
(62,107)

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

 
8

 
Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 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 for the purpose to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada.  The Company intends to engage in the acquisition and exploration of mineral properties.  The Company intends to conduct exploration activities on its current and future properties and, if warranted, will seek a major mining company to joint venture in any development and/or production.   The Company is currently based in North Vancouver, British Columbia, Canada.
 
The Company is an exploration stage company, as defined in Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”, and Industry Guide 7 of the Securities Exchange Commission Industry Guide.  The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.
 
The Company’s financial statements as at 31 May 2008 and for the three month period ended 31 May 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 approximately $9,599 for the three month period ended 31 May 2008 (31 May 2007 – $7,260) and has working capital deficit at 31 May 2008 of $62,107 (29 February 2008 – working capital deficit of $56,108).
 
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy for the remainder of 2009.  However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
As at 31 May 2008 the Company was not currently fully engaged in an operating business and expects to incur development stage operating losses for the next year to eighteen months.  It intends to rely on officers and directors to perform essential functions with minimal compensation until a business operation can be fully commenced.  Management believes the Company will be able to raise sufficient capital to implement its business plan, and thus will continue as a going concern during this period while its plans are implemented.
 
 
 

9



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31  May 2008                                                                                                                                                                           ;                                                                                                                  
 
2.  
Change in Accounting Policy
 
    Effective 1 March 2007, the Company adopted, on a retroactive basis, the provisions of Financial Accounting Standards Board (“FASB”) EITF 04-2 “Whether Mineral Rights are
            Tangible or Intangible Assets”.  EITF 04-2 establishes mineral rights as tangible assets, whereby the aggregate carrying amount of such mineral rights should be reported as a
            separate component of property, plant, and equipment.  The retroactive impacts of adopting EITF 04-2 had no impact on net loss or earnings per share for the year
            ended 28  February 2007 and for the period from the date of inception on 18 March 2005 to 28 February 2006 (Notes 3 and 4).

3.          Significant Accounting Policies
 
The following is a summary of significant accounting policies used in the preparation of these financial statements.
 
Basis of presentation
 
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The functional currency is the U.S. dollar, and the financial statements are presented in U.S. dollars.
 
Cash and cash equivalents
 
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
 
Mineral property costs
 
The Company is primarily engaged in the acquisition, exploration and development of mineral properties.
 
Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.
 
Mineral property exploration costs are expensed as incurred.
 
Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
 
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.
 
 
 
 

10


 
Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008                                                                                                                                                                        &# 160;                                                                                                                            

 Fair value of financial instruments and derivative financial instruments
 
The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.
 
Income taxes
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109, “Accounting for Income Taxes”, as of its inception. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in futures years.
 
Basic and diluted net loss per share
 
The Company computes net income (loss) per share in accordance with SFAS No.128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

Comprehensive loss

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at 31 May 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.
 
 
 
 
11



 
Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008                                                                                                                                                                        &# 160;                                                                                                                           

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.

Start-up expenses

The Company has adopted Statement of Position No. 98-5, “Reporting the Costs of Start-up Activities”, which requires that costs associated with start-up activities be expensed as incurred.  Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from the date of inception on 18 March 2005 to 31 May 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.
 
 
 

 

12


 
Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008                                                                                                                                                                           ;                                                                                                                                 
 
 
Recent accounting pronouncements

In December 2004, FASB issued SFAS No. 123 (Revised 2004) ("SFAS No. 123R"), “Share-Based Payment”. SFAS No. 123R require that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity of liability instruments issued. SFAS No. 123R represents the culmination of a two-year effort to respond to requests from investors and many others that the FASB improve the accounting for share-based payment arrangements with employees. The scope of SFAS No.123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. SFAS No. 123R replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No.123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Although those disclosures helped to mitigate the problems associated with accounting under APB Opinion No. 25, many investors and other users of financial statements believed that the failure to include employee compensation costs in the income statement impaired the transparency, comparability and credibility of financial statements. Public entities that file as small business issuers will be required to apply SFAS No.123R in the first interim or annual reporting period that begins after 15 December 2005. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29”. SFAS No. 153 is the result of a broader effort by the FASB to improve financial reporting by eliminating differences between accounting principles generally accepted in the United States of America and generally accepted accounting principles developed by the International Accounting Standards Board (“IASB”). As part of this effort, the FASB and the IASB identified opportunities to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. SFAS No. 153 amends APB Opinion No. 29, “Accounting for Non-monetary Transactions”, that was issued in 1973. The amendments made by SFAS No.153 are based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for non-monetary exchanges of similar productive assets and replace it with a broader exception for exchanges of non-monetary assets that do not have "commercial substance." Previously, APB Opinion No. 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. The provisions in SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after 15 June 2005. Early application is permitted and companies must apply the standard prospectively. The effect of adoption of this standard is not expected to have a material impact on the Company's results of operations and financial position.
 
FASB has also issued SFAS No. 151, SFAS No. 152 and SFAS No. 154, but they will not have any relationship to the operations of the Company; therefore, a description and its impact on the Company's operations for each have not been disclosed.
 
In March 2005, the US Securities and Exchange Commission (“SEC”) staff issued Staff Accounting Bulletin (“SAB”) No. 107 to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB No. 107 during the implementation of SFAS No. 123R.
 
 

 
13



Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008                                                                                                                             0;                                                                                                                                                                          & #160;                                                                                  


4.        Mineral Properties 
 
On 28 September 2005 the Company entered into a mineral property option agreement (the “Agreement”) with an unrelated third party (the “Seller”), wherein the Company would acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nye County, Nevada. The Agreement called for the Company to pay $5,000 in cash on signing, to make a second cash payment of $10,000 on the second anniversary of the agreement and complete exploration expenditures totalling $500,000 over a 3 year period (Note 9).  On 28 September 2005 the Company consummated the Agreement and paid the Seller $5,000.
 
On 28 August 2007 the Company amended the Agreement (the “Amended Agreement”) wherein the Company would acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nye County, Nevada. The Amended Agreement calls for the Company to pay the original $5,000 on signing (paid), to make a second cash payment of $5,000 by 28 August 2007 (included in accounts payable at 29 February 2008), to make a third cash payment of $10,000 by 28 August 2008, and to complete exploration expenditures totalling $500,000 by 28 August 2010 (Note 9).
 
During the year ended 29 February 2008, the Company incurred mineral property acquisition costs of $5,000 related to Bald Mountain Claims.  This amount was initially capitalized as a tangible asset. During the year ended 29 February 2008, the Company recorded a write down of mineral property acquisition costs of $5,000 related to the Bald Mountain Claims (Note 11).
 
Change to the Company’s accounting policy during the year ended 29 February 2008 was in respect of the adoption of EITF 04-2 which established that the aggregate carrying amount of mineral property rights should be reported as a separate component of property, plant and equipment.  There has been no impact on net loss or earnings per share for the year ended 28 February 2007 and for the period from the date of inception on 18 March 2005 to 28 February 2006 (Notes 2 and 3).

 

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

 
The balance due to a related party is non-interest bearing, unsecured and is due on demand.
 
As at 31 May 2008, the amount due to a related party consisted of $36,970 (29 February 2008 $33,924) payable to officers, directors and shareholders of the Company
 

14


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

7.  
Related Party Transactions
 
During the three month period ended 31 May 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $3,000 (31 May 2007 $3,000, cumulative $24,000) and for rent in the amount of $600 (31 May 2007 $600, cumulative $6,000) (Notes 8 and 11).
 
8.  
Capital Stock
 
Authorized
 
The total authorized capital is 75,000,000 common shares with a par value of $0.0001.
 
Issued and outstanding
 
The total issued and outstanding capital stock is 10,003,000 common shares with a par value of $0.0001 per common share.
 
On 1 September 2005, 5,000,000 common shares of the Company were issued to an officer and director of the Company for cash proceeds of $5,000.
 
On 2 May 2006, the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation D, registered in the State of Nevada, and issued 5,000,000 common shares for total cash proceeds of $50,000.
 
On 29 August 2006, 2,000 common shares valued at $0.01 per share of the Company were issued to an officer and director of the Company for services rendered (Note 11).
 
On 1 February 2007, 1,000 common shares valued at $0.01 per share of the Company were issued to a director of the Company for services rendered (Note 11).
 
On 30 April 2007, 500,000 common shares of the Company were returned to treasury and cancelled; $5,000 was returned to the investors.
 
On 14 May 2007, 500,000 common shares valued at $0.01 per share of the Company were issued for total cash proceeds of $5,000 (Note 11).
 
During the three month period ended 31 May 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $3,000 (31 May 2007 $3,000, cumulative $24,000) and for rent in the amount of $600 (31 May 2007 $600, cumulative $6,000) (Notes 7 and 11).

 
 

15


Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008                                                                                                                                                                           ;                                                                                                                                                                          &# 160;                                      



9.  
Commitments

The Company has outstanding and future commitments under a mineral property option agreement (Note 4).

10.  
Income Taxes

The Company has losses carried forward for income tax purposes to 31 May 2008.  There are no current or deferred tax expenses for the period ended 31 May 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 carryforward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

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

   
For the three month period ended 31 May 2008
 
For the three month period ended 31 May 2007
   
$
 
$
         
Refundable federal tax asset attributable to:
       
Current operations
 
3,264
 
2,468
Contributions to capital by related party
 
(1,224)
 
(1,224)
Less: Change in valuation allowance
 
(2,040)
 
(1,244)
         
Net refundable amount
 
-
 
-




16


Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008                                                                                                                                                                           ;                                                                                                                                                                          &# 160;                                     

 
The composition of the Company’s deferred tax assets as at 31 May 2008 and 29 February 2008 is as follows:

   
As at 31 May 2008
 
As at 29 February 2008 (Audited)
       
$
         
Net operating loss carryforward
 
117,137
 
111,108
         
Statutory federal income tax rate
 
34%
 
34%
Effective income tax rate
 
0%
 
0%
         
Deferred tax asset
       
Tax loss carry-forward
 
39,827
 
37,777
Less: Valuation allowance
 
(39,827)
 
(37,777)
         
Net deferred tax asset
 
-
 
-

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

As at 31 May 2008, the Company has an unused net operating loss carry forward balance of approximately $117,137 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires through 2026 and 2028.
 
 

11.  
Supplemental Disclosures with Respect to Cash Flows

       
For the period from inception on 18 March 2005 to 31 May 2008
 
For the three month period ended 31 May 2008
 
For the three month period ended 31 May 2007
       
$
 
$
 
$
                 
Cash paid during the period for interest
     
-
 
-
 
-
Cash paid during the period for income taxes
     
-
 
-
 
-

On 29 August 2006, 2,000 common shares valued at $0.01 per share of the Company were issued to an officer and director of the Company for services rendered (Note 8).
 
 
 
17


Striker Energy Corp.
(An Exploration Stage Company)
Notes to Financial Statements
(Expressed in U.S. Dollars)
(Unaudited)
31 May 2008                                                                                                                                                                           ;                                                                                                                      
 
On 1 February 2007, 1,000 common shares valued at $0.01 per share of the Company were issued to a director of the Company for services rendered (Note 8).
 
    During the year ended 29 February 2008, the Company incurred mineral property acquisition costs of $5,000 related to Bald Mountain Claims.  This amount was initially
            capitalized  as a tangible asset. During the year ended  29 February 2008, the Company recorded a write down of mineral property acquisition costs of $5,000 related to the Bald
            Mountain Claims (Note 4).
 
    During the three month period ended 31 May 2008, an officer and director of the Company made contributions to capital for management fees in the amount of $3,000 (31 May
            2007 $3,000, cumulative $24,000) and for rent in the amount of $600 (31 May 2007 $600, cumulative $6,000) (Notes 7 and 8).
 
 
 
 
 
 
 
 
 
 
 

 

18



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the information contained in the audited financial statements and notes thereto set forth 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 website at www.sec.gov , filed under our SEC File Number 0-52218.

General

Striker Energy Corp. was incorporated in the State of Nevada on March 18, 2005 to engage in the exploration of mining properties. In May 2006, we completed a public offering of our securities pursuant to an exemption provided by Rule 504 of Regulation D, registered in the State of Nevada, and raised a total of $50,000. Our primary goal is to engage in the acquisition, exploration and development of natural resource properties, beginning with our current claims in the State of Nevada. We are only in the exploration stage and there can be no assurance that any commercially viable mineralized deposits exist, or will be found, on these properties until such time as appropriate exploration work can be done on the properties and a comprehensive economic evaluation based upon such work is concluded.
 
On September 28, 2005, we entered into a mineral property option agreement (the “Agreement”) with an unrelated third party (the “Seller”), wherein we would acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nye County, Nevada. The Agreement called for us to pay $5,000 in cash on signing, to make a second cash payment of $10,000 on the second anniversary of the agreement and complete exploration expenditures totalling $500,000 over a 3 year period.  On September 28, 2005, we consummated the Agreement and paid the Seller $5,000.
 
On August 28, 2007, we amended the Agreement (the “Amended Agreement”) wherein we would acquire 50% of the rights, title and interests in and to the Bald Mountain Claims in Nye County, Nevada. The Amended Agreement calls for us to pay the original $5,000 on signing (paid), to make a second cash payment of $5,000 by August 28, 2007, to make a third cash payment of $10,000 by August 28, 2008 and to complete exploration expenditures totalling $500,000 by August 28,  2010.
 
We are continuing to conduct exploration activities on our current properties and, if warranted, will seek a major mining company to joint venture in any development and/or production.

Results of Operations

Our financial statements and information for the three months ended May 31, 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 $147,137 since inception on March 18, 2005. We cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that current capital resources should be adequate to continue operating and maintaining its business strategy for the remainder of 2008. However, if we are unable to raise additional capital in the near future, due to liquidity problems, we expect that we will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

19



Three Months Ended May 31, 2008 compared to the Three Months Ended May 31, 2007

We incurred net losses of $9,599 for the three month period ended May 31, 2008, as compared to a net loss of $7,260 for the three-month period ended May 31, 2007. The  increase was  mainly attributed to expenses incurred in the preparation and filing of our regulatory filings quarterly and annually with the SEC, consisting of  legal and accounting fees ($3,824 - 2008 compared to $2,539 - 2007) . Our other expenses consisted of filing fees incurred to renew our corporate and business licenses ($1,000 - 2008 compared to $200 - 2007); licenses and permits ($125 - 2008 compared to $350- 2007); transfer agent fees ($912 - 2008 compared to $355 - 2007);  office expenses ($121 - 2008 compared to $62 - $2007); $3,000 in management fees, $600 in rent and $17 in bank service charges.
 
Liquidity and Capital Resources

At May 31, 2008, we had total assets of $240, consisting of cash in the bank.
 
Our total liabilities at May 31, 2008 were $62,347, consisting of accounts payable and accrued liabilities in the amount of $25,377 and $36,970 due to related parties (two officers, directors and shareholders of the Company). This balance is non-interest bearing, unsecured and has no fixed terms of repayment.

There are currently no options, warrants, rights or other securities conversion rights issued and/or outstanding at May 31, 2008.

Plan of Operation/Projected Milestones

We intend to complete our exploration work in a two-phase reverse circulation drill program with drill holes targeted mainly on geophysical criteria over a period of 5 years. The first phase of the program will consist of seven reverse circulation drill holes totaling 2,100 feet. These holes are targeted mainly on anomalous induced polarization/resistivity/magnetic geophysical survey results. In addition, surface mapping and sampling will be
carried out in order to gain an understanding of structural and alteration controls affecting mineralization.

The second phase 3,000 foot follow-up reverse circulation drilling program, contingent upon success of the Phase 1 program, is proposed to further explore and extend the potential of the property as established by Phase 1. The objective will be to define, by step-out drilling, tonnage potential of discoveries identified in the first phase drilling program. A minimum of ten holes is proposed.

A geological model for the property has been proposed that indicates tonnage may be found in replacement, manto-type gold mineralization associated with higher grade veins. Past sampling of soils, surface rocks in trenches and samples from drilling indicate that significant gold grades occur locally. Thus, it is believed that there is good potential for locating an economic gold deposit on the Bald Mountain Wash gold property.

As disclosed in geological reports, exploration work on our properties has indicated that mineral occurrences exist in the area of our properties; however, further exploration is needed to determine what amount of minerals, if any, exist and if any minerals which are found can be economically extracted and profitably processed.

Our exploration program has been designed to economically explore and evaluate mining properties which, in our opinion, may merit development.

We do not claim to have any mineralization or reserves whatsoever at this time on any of our properties; however, based on preliminary research and geological reports on our properties and the surrounding area, Management believes there is a sufficient basis to engage in exploration activities.
 
 

 
20


Our current cash in the bank will not allow us to complete our initial Phase I exploration activities and expect to finance our future cash needs through the sale of equity securities and possibly strategic collaborations or debt financing or through other sources that may be dilutive to existing stockholders. Our officers and direct have agreed to advance funds on an as-needed basis, interest free and with no specific terms of repayment, until such time as we are able to raise the funds necessary to complete our Phase I exploration and development activities.

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. CONTROLS AND PROCEDURES

Critical Accounting Policies

The financial statements included herein have been prepared by Management pursuant to the rules and regulations of the Securities and Exchange Commission. Management believes the disclosures made are adequate to make the information not misleading. The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles. Preparing financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by Management's application of accounting policies. These important accounting policies include the successful efforts method of accounting for property and equipment, revenue recognition, accounting for income taxes and foreign currency translation.

Management maintains disclosure controls and procedures designed to ensure that we are able to timely collect the information we are required to disclose in our reports filed with the U.S. Securities and Exchange Commission. Within the 90 days prior to the date of this report, we performed an evaluation, under the supervision and with the participation of our Management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, our Principal Executive Officer and Principal Financial Officer concluded that the current disclosure controls are effective in timely alerting us to any material information required to be included in our periodic SEC filings.

We also maintain a system of internal controls designed to provide reasonable assurance that (i) transactions are executed in accordance with Management's general and specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (ii) access to assets is permitted only in accordance with Management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. We believe that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principals. Since our most recent evaluation, there have been no changes in our internal controls or in other factors that could significantly affect our internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION
 
ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors set forth and discussed in our initial registration statement on Form 10-SB and our annual report on Form 10-KSB for the year ended February 29, 2008, which have not changed as of the date of the filing of this report and could materially affect our business, financial condition or future results. In addition, the risks described in the registration statement and our annual report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 

21


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

There were no sales of unregistered securities during the three months ended May 31, 2008.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
The following exhibits are included herein, except for the exhibits marked with an asterisk, which are incorporated herein by reference and can be found in our original Form 10-SB registration statement, filed on September 8, 2006, under SEC File Number 0-52218 at the U.S. Securities and Exchange Commission's website (www.sec.gov).

Exhibit No.  Description

* 3(i)             Articles of Incorporation
*3(ii)             Bylaws
31                  Sec. 302 Certification
32                  Sec. 906 Certification


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., a Nevada corporation
 
Date: July  9,  2008                By:/s/ Shawn Perger, President, CEO, Treasurer, Principal Accounting Officer and Director


Date: July  9,  2008                By:/s/ Brian Cole, Secretary and Director


Date: July  9,  2008                By:/s/ Konstantin Gregovic, Director and Chairman of the Audit Committee


 

22
EX-32 2 striker-ex31.htm SEC. 302 CERTIFICATION striker-ex31.htm

EXHIBIT 31
 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
 
        I, Shawn Perger, Principal Executive Officer and Principal Accounting officer of Striker Energy Corp., hereby certify that:

1.     I have reviewed this quarterly report on Form 10Q-SB.
 
2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

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

4.     The other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and we have:

    a)     designed such disclosure controls and procedures to ensure that material information relating to registrant, including its subsidiaries, if any, is made known to us by others within those entities, particularly during the
     period in which this quarterly report is being prepared;

    b)     evaluated the effectiveness of our disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

    c)     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.
 
5.     The other certifying officers and I have disclosed, based on our most recent evaluation, to our auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

    a)     that there were no significant deficiencies in the design or operation of internal controls which could adversely affect our ability to record, process, summarize and report financial data and have further advised
    our  auditors that there we are not aware of any material weaknesses in our internal controls; and

    b)     that there was no fraud, whether or not material, that involved our management or other employees who have a significant role in our internal controls.

6.     The other certifying officers and I have indicated in this quarterly report that there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation.
 

                                                               Striker Energy Corp., a Nevada corporation
 
Date:  July 9,, 2008    By:/s/ Shawn Perger, President, CEO,  Treasurer, Principal Accounting Officer and Director

EX-31 3 striker-ex32.htm SEC. 906 CERTIFICATION striker-ex32.htm




EXHIBIT 32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350


        In connection with the Quarterly  Report of Striker Energy Corp. (Registrant) on Form 10Q-SB filed with the Securities and Exchange Commission filed concurrently herewith (the Report), I, Shawn Perger, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer of Registrant, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

        (1)     the Report fully complies with the requirements of Section13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.


                                  Striker Energy Corp., a Nevada corporation
 
Date: July 9, 2008                                                  By:/s/ Shawn Perger, President, CEO,  Treasurer, Principal Accounting Officer and Director

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