fecof_ex1.htm

EX-1 2 fecof_ex1.htm FINANCIAL STATEMENTS fecof_ex1.htm

EXHIBIT 1

FEC RESOURCES INC.

Condensed Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in United States Dollars)

Unaudited

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements for FEC have been prepared by management in accordance with International Financial Reporting Standards. These financial statements, which are the responsibility of management are unaudited and have not been reviewed by the Company’s auditors. The Company’s Audit Committee and Board of Directors has reviewed and approved these interim financial statements.

The Company’s independent auditor has not performed a review of these interim condensed financial statements in accordance with the disclosure requirements of National Instrument 51-102 released by the Canadian Securities Administrators.

FEC RESOURCES INC.

CONDENSED STATEMENT OF FINANCIAL POSITION

Expressed in United States Dollars

UNAUDITED

As at:

March 31,

2024

December 31,

2023

ASSETS

Current assets

Cash

$ 34,607

$ 7,406

Prepaid expenses

4,955

9,236

$ 39,562

16,642

Non-current assets

Investment in Forum Energy Limited (Note 9)

2,461,931

2,461,931

Total assets

$ 2,501,493

$ 2,478,573

LIABILITIES

Current liabilities

Trade and accrued payables

$ 27,869

$ 17,049

Short term loan (Note 6)

735,359

678,155

763,228

695,204

Shareholders’ Equity

Share capital (Note 5)

17,620,625

17,620,625

Contributed surplus (Note 5)

3,058,063

3,058,063

Deficit

(18,940,423 )

(18,895,319 )

Total shareholders’ equity

1,738,265

1,783,369

Total liabilities and equity

$ 2,501,493

$ 2,478,573

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:

“Daniel Carlos”

“Paul Wallace”

Director

Director

The accompanying notes to the interim condensed financial statements are an integral part of these statements.

FEC RESOURCES INC.

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

Expressed in United States Dollars

UNAUDITED

Three Month Period Ended

March 31,

2024

March 31,

2023

General and administration expenses

General and administration (Note 7)

$ 31,186

$ 43,952

Operating loss

(31,186 )

(43,952 )

Interest expense (Note 6)

(13,918 )

(5,462 )

Net and Comprehensive loss

$ (45,104 )

$ (49,414 )

Earnings (loss) per common share

- Basic and diluted

$ 0.00

$ 0.00

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

FEC RESOURCES INC.

CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY

Expressed In United States Dollars

UNAUDITED

For the three months ended March 31, 2024

Share capital

Contributed surplus

Deficit

Total

Balance December 31, 2023

$ 17,620,625

$ 3,058,063

$ (18,895,319 )

$ 1,783,369

Total comprehensive loss for the period

-

-

(45,104 )

(45,104 )

Balance March 31, 2024

$ 17,620,625

$ 3,058,063

$ (18,940,423 )

$ 1,738,265

For the three months ended March 31, 2023

Share capital

Contributed surplus

Deficit

Total

Balance December 31, 2022

$ 17,620,625

$ 3,058,063

$ (18,703,524 )

$ 1,975,164

Total comprehensive loss for the period

-

-

(49,414 )

(49,414 )

Balance March 31, 2023

$ 17,620,625

$ 3,058,063

$ (18,752,938 )

$ 1,925,750

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

FEC RESOURCES INC.

CONDENSED STATEMENTS OF CASH FLOWS

Expressed in United States Dollars

UNAUDITED

For the three months ended

March 31,

2024

March 31,

2023

Cash provided by (used in)

OPERATING ACTIVITIES

Net loss for the period

$ (45,104 )

$ (49,414 )

Changes in working capital related to operating activities

Prepaid expenses

4,281

3,786

Accrued interest expense

13,918

5,462

Accounts payable and accrued liabilities

10,820

39,208

Net cash used in operating activities

(16,085 )

(958 )

FINANCING ACTIVITY

Loan from PXP Energy Corporation

43,286

-

Net cash provided by financing activity

43,286

-

Net (decrease) increase in cash

27,201

(958 )

Cash – beginning of the period

7,406

13,068

Cash – end of the period

$ 34,607

$ 12,110

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2024

(Stated in United States Dollars)

Note 1
Corporate Information

FEC Resources Inc. (“FEC” or the “Company”) was incorporated under the laws of Alberta, Canada and is a holding Company with an interest in Forum Energy Limited (“FEL”). The Company is listed in the United States on the OTC Pink (“OTC Pink”), having the symbol FECOF.

As at March 31, 2024, the Company has a 6.8% interest in FEL. (Note 8).

The principal address of the Company is Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5. The Company’s ultimate parent company is PXP Energy Corporation (“PXP”) with a registered office at 2/F LaunchPad, Reliance corner Sheridan Streets, Mandaluyong City 1550, Metro Manila, Philippines.

Note 2

Basis of Preparation

a)
Statement of Compliance

These condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and have been prepared using the same accounting policies and methods as were used for the Company’s Annual Financial Statements for the year ended December 31, 2023. These condensed interim financial statements should be read in conjunction with the Company’s annual financial statements dated December 31, 2023.

The condensed interim financial statements were authorized for issue by the Board of Directors on May 10, 2024.

b)
Basis of Measurement

The financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value described in the applicable notes and are presented in United States dollars, which is also the Company’s functional currency.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2024

(Stated in United States Dollars)

Note 2
Basis of Preparation (continued)

c)
Nature of Operations and Going Concern

As a holding company with an interest in FEL, the Company’s business is indirectly subject to risks inherent in oil and gas exploration and development operations. In addition, there are risks associated with FEL’s stage of operations and the foreign jurisdiction in which it or FEL may operate or invest. The Company has identified certain risks pertinent to its investment including: exploration and reserve risks, uncertainty of reserve estimates, ability to exploit successful discoveries, drilling and operating risks, title to properties, costs and availability of materials and services, capital markets and the requirement for additional capital, market perception, loss of or changes to production sharing, joint venture or related agreements, economic, political and sovereign risks, possibility of less developed legal systems, corporate and regulatory formalities, environmental regulation, reliance on strategic relationships, market risk, competition, dependence on key personnel, volatility of future oil and gas prices and foreign currency risk. The Company has an accumulated deficit since inception of $18,940,423.

Management considers that the current economic environment is difficult and the outlook for holding companies investing in oil and gas exploration companies presents significant challenges in terms of raising funds through issuance of shares. To the extent necessary, the Company has relied on its ability to raise funds via dispositions of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of shareholders, in order to finance its operations. The Company has been successful in disposing quantities of its shareholdings in FEL in previous fiscal years. However, there can be no assurance the Company will continue to be able to dispose of quantities of its shares in FEL under suitable terms. Currently management has no plans to sell any additional FEL shares.

Since the delisting of FEL from the London Stock Exchange, there is no liquidity via a public market for the FEL shares. As the Company is wholly reliant on the information disclosed by PXP concerning the business of FEL, the Company may not be able to obtain information necessary to facilitate a wider sales process. The continuation of the Company is dependent upon its ability to raise funds via dispositions of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of shareholders, or obtain loans from PXP. Also, the Company may issue new shares to PXP and/or other third parties.

Management has concluded that the combination of these circumstances gives rise to a material uncertainty that casts substantial doubt on the ability of the Company to continue as a going concern; therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2024

(Stated in United States Dollars)

Note 3
Summary of Material Accounting Policies and Critical Accounts Estimates and Judgments

These interim condensed financial statements have been prepared using the same accounting policies and methods of computation as the annual financial statements for the year ended December 31, 2023. In addition, these interim condensed financial statements have been prepared using the same critical accounting estimates and judgments as the annual financial statements for the year ended December 31, 2023. Accordingly, the interim condensed financial statements should be read in conjunction with the financial statements for the year ended December 31, 2023.

Note 4
Standards, Amendments and Interpretations

The Company has prepared its financial statements in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). IFRS represents standards and interpretations approved by the IASB and are comprised of IFRS, International Accounting Standards (“IAS’s”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC’s”) and the former Standing Interpretations Committee (“SIC’s”). The financial statements have been prepared in accordance with IFRS standards and interpretations effective as of March 31, 2024.

Note 5
Share Capital

a)

Authorized:

The Company is authorized to issue an unlimited number of common shares without par value; and

The Company is authorized to issue an unlimited number of Class A and Class B preferred convertible redeemable voting shares without par value.

Issued:

Common Shares

Number

Amount

Balance March 31, 2024 and December 31, 2023

861,082,371

$ 17,620,625

No preferred shares have been issued since the Company’s inception.

FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2024

(Stated in United States Dollars)

Note 5
Share Capital (continued)

b)

Nature and Purpose of Equity and Reserves

Contributed Surplus is used to recognize the value of stock option grants prior to exercise.

Deficit is used to record the Company’s change in deficit from earnings and losses from period to period.

Note 6
Related Party Transactions and Balances

The Company considers its officers (CEO and CFO) and directors to be key management. Key management are those persons having authority and responsibility for planning, directing, and controlling activities, directly or indirectly, of the Company.

(i)

During the quarter ended March 31, 2024, general and administrative expenses included key management personnel compensation totaling $12,000 (2023: $12,000).

(ii)

As at March 31, 2024, the outstanding PXP Loan balance was $735,359 (December 31, 2023 - $678,155), which included accrued interest of $57,153. Total interest expense for the quarter was $13,918.

Note 7

General and Administrative Expenses

Three Months Ended

March 31, 2024

Three Months Ended

March 31, 2023

Professional fees

$ 3,430

$ 3,996

Bank charges

279

(578 )

Listing and filing fees

937

12,486

Office and miscellaneous

4,684

6,056

Consulting (Note 6)

21,601

21,867

Foreign exchange

255

125

$ 31,186

$ 43,952

FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2024

(Stated in United States Dollars)

Note 8
Loss Per Share

Weighted Average Number of Common Shares

March 31,

2024

March 31,

2023

Weighted average number of common shares (basic and diluted)

861,082,371

861,082,371

Note 9
Investment in FEP

i)

Investment in FEP

The investment in FEP is summarized as follows:

Balance March 31, 2024 and December 31, 2023

8,206,638 shares

$ 2,461,931

As at March 31, 2024, the Company’s interest in FEP was 6.80% (December 31, 2023: 6.80%).

FEL’s assets consist of interests in various petroleum service contracts (SC) in the Philippines, the most significant of which in terms of Prospective Resources is SC 72. On March 2, 2015, the Philippine Department of Energy (“DOE”) granted a force majeure on SC 72 because the contract area falls within the territorial disputed area of the West Philippine Sea. Under the terms of the force majeure, all exploration work at SC 72 was immediately suspended until the DOE notified PXP that it could re-commence exploration. On October 16, 2020, FEL received a letter from the DOE lifting the force majeure and directing FEL to resume exploration activities on SC 72. On April 11, 2022, force majeure was once again declared on SC 72 as a result of FEL not receiving clearance from Security, Justice and Peace Coordinating Cluster to proceed after preparations for drilling were underway.

Determination of fair value

The investment in FEL represents an investment in a private company for which there is no active market and for which there are no publicly available quoted market prices.

The Company has classified its investment in FEL as Level 2 in the fair value hierarchy.

For purposes of determining fair value of the investment in FEL, the Company considered valuation techniques described in IFRS 13 – Fair Value Measurement. In respect of the investment in FEL, management considered the fair value of $2,461,931 to be indicative of the fair value of the investment in FEL as there have been no changes in the circumstances that would change management’s assessment of fair value. The fair value of the investment is consistent with the implied value based on the price of the December 21, 2023 shares for debt settlement, which is a Level 2 input.

Note 10

Segmental Reporting

The Company has one reportable operating segment which is primarily the business of exploration and development of oil and gas and other mineral related opportunities, through companies in which the Company invests.

As at:	March 31, 2024		December 31, 2023

ASSETS
Current assets
Cash	$	34,607	$	7,406
Prepaid expenses		4,955		9,236
	$	39,562		16,642
Non-current assets
Investment in Forum Energy Limited (Note 9)		2,461,931		2,461,931
Total assets	$	2,501,493	$	2,478,573
LIABILITIES
Current liabilities
Trade and accrued payables	$	27,869	$	17,049
Short term loan (Note 6)		735,359		678,155
		763,228		695,204
Shareholders’ Equity

Share capital (Note 5)		17,620,625			17,620,625
Contributed surplus (Note 5)		3,058,063			3,058,063
Deficit		(18,940,423	)		(18,895,319	)
Total shareholders’ equity		1,738,265			1,783,369
Total liabilities and equity	$	2,501,493		$	2,478,573

	Three Month Period Ended
	March 31, 2024			March 31, 2023
General and administration expenses
General and administration (Note 7)	$	31,186		$	43,952
Operating loss		(31,186	)		(43,952	)
Interest expense (Note 6)		(13,918	)		(5,462	)
Net and Comprehensive loss	$	(45,104	)	$	(49,414	)

Earnings (loss) per common share
- Basic and diluted	$	0.00		$	0.00

	Share capital		Contributed surplus		Deficit			Total

Balance December 31, 2023	$	17,620,625	$	3,058,063	$	(18,895,319	)	$	1,783,369
Total comprehensive loss for the period		-		-		(45,104	)		(45,104	)
Balance March 31, 2024	$	17,620,625	$	3,058,063	$	(18,940,423	)	$	1,738,265

	For the three months ended
	March 31, 2024			March 31, 2023

Cash provided by (used in)
OPERATING ACTIVITIES
Net loss for the period	$	(45,104	)	$	(49,414	)
Changes in working capital related to operating activities
Prepaid expenses		4,281			3,786
Accrued interest expense		13,918			5,462
Accounts payable and accrued liabilities		10,820			39,208
Net cash used in operating activities		(16,085	)		(958	)

FINANCING ACTIVITY
Loan from PXP Energy Corporation		43,286			-
Net cash provided by financing activity		43,286			-

Net (decrease) increase in cash		27,201			(958	)
Cash – beginning of the period		7,406			13,068
Cash – end of the period	$	34,607		$	12,110

Note 1	Corporate Information

	FEC Resources Inc. (“FEC” or the “Company”) was incorporated under the laws of Alberta, Canada and is a holding Company with an interest in Forum Energy Limited (“FEL”). The Company is listed in the United States on the OTC Pink (“OTC Pink”), having the symbol FECOF.

	As at March 31, 2024, the Company has a 6.8% interest in FEL. (Note 8).

	The principal address of the Company is Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5. The Company’s ultimate parent company is PXP Energy Corporation (“PXP”) with a registered office at 2/F LaunchPad, Reliance corner Sheridan Streets, Mandaluyong City 1550, Metro Manila, Philippines.

Note 2	Basis of Preparation

	a)	Statement of Compliance

		These condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and have been prepared using the same accounting policies and methods as were used for the Company’s Annual Financial Statements for the year ended December 31, 2023. These condensed interim financial statements should be read in conjunction with the Company’s annual financial statements dated December 31, 2023.

		The condensed interim financial statements were authorized for issue by the Board of Directors on May 10, 2024.

	b)	Basis of Measurement

		The financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value described in the applicable notes and are presented in United States dollars, which is also the Company’s functional currency.

		The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

	c)	Nature of Operations and Going Concern

		As a holding company with an interest in FEL, the Company’s business is indirectly subject to risks inherent in oil and gas exploration and development operations. In addition, there are risks associated with FEL’s stage of operations and the foreign jurisdiction in which it or FEL may operate or invest. The Company has identified certain risks pertinent to its investment including: exploration and reserve risks, uncertainty of reserve estimates, ability to exploit successful discoveries, drilling and operating risks, title to properties, costs and availability of materials and services, capital markets and the requirement for additional capital, market perception, loss of or changes to production sharing, joint venture or related agreements, economic, political and sovereign risks, possibility of less developed legal systems, corporate and regulatory formalities, environmental regulation, reliance on strategic relationships, market risk, competition, dependence on key personnel, volatility of future oil and gas prices and foreign currency risk. The Company has an accumulated deficit since inception of $18,940,423.

		Management considers that the current economic environment is difficult and the outlook for holding companies investing in oil and gas exploration companies presents significant challenges in terms of raising funds through issuance of shares. To the extent necessary, the Company has relied on its ability to raise funds via dispositions of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of shareholders, in order to finance its operations. The Company has been successful in disposing quantities of its shareholdings in FEL in previous fiscal years. However, there can be no assurance the Company will continue to be able to dispose of quantities of its shares in FEL under suitable terms. Currently management has no plans to sell any additional FEL shares.

		Since the delisting of FEL from the London Stock Exchange, there is no liquidity via a public market for the FEL shares. As the Company is wholly reliant on the information disclosed by PXP concerning the business of FEL, the Company may not be able to obtain information necessary to facilitate a wider sales process. The continuation of the Company is dependent upon its ability to raise funds via dispositions of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of shareholders, or obtain loans from PXP. Also, the Company may issue new shares to PXP and/or other third parties.

		Management has concluded that the combination of these circumstances gives rise to a material uncertainty that casts substantial doubt on the ability of the Company to continue as a going concern; therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

Note 3	Summary of Material Accounting Policies and Critical Accounts Estimates and Judgments

	These interim condensed financial statements have been prepared using the same accounting policies and methods of computation as the annual financial statements for the year ended December 31, 2023. In addition, these interim condensed financial statements have been prepared using the same critical accounting estimates and judgments as the annual financial statements for the year ended December 31, 2023. Accordingly, the interim condensed financial statements should be read in conjunction with the financial statements for the year ended December 31, 2023.

Note 4	Standards, Amendments and Interpretations

	The Company has prepared its financial statements in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). IFRS represents standards and interpretations approved by the IASB and are comprised of IFRS, International Accounting Standards (“IAS’s”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC’s”) and the former Standing Interpretations Committee (“SIC’s”). The financial statements have been prepared in accordance with IFRS standards and interpretations effective as of March 31, 2024.

	a)	Authorized:

		The Company is authorized to issue an unlimited number of common shares without par value; and

		The Company is authorized to issue an unlimited number of Class A and Class B preferred convertible redeemable voting shares without par value.

		Issued:

Common Shares		Number				Amount
Balance March 31, 2024 and December 31, 2023			861,082,371			$	17,620,625

	b)	Nature and Purpose of Equity and Reserves

		Contributed Surplus is used to recognize the value of stock option grants prior to exercise.

		Deficit is used to record the Company’s change in deficit from earnings and losses from period to period.

Note 6	Related Party Transactions and Balances

	The Company considers its officers (CEO and CFO) and directors to be key management. Key management are those persons having authority and responsibility for planning, directing, and controlling activities, directly or indirectly, of the Company.

	(i)	During the quarter ended March 31, 2024, general and administrative expenses included key management personnel compensation totaling $12,000 (2023: $12,000).

	(ii)	As at March 31, 2024, the outstanding PXP Loan balance was $735,359 (December 31, 2023 - $678,155), which included accrued interest of $57,153. Total interest expense for the quarter was $13,918.

Note 7	General and Administrative Expenses

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Professional fees	$	3,430	$	3,996
Bank charges		279		(578	)
Listing and filing fees		937		12,486
Office and miscellaneous		4,684		6,056
Consulting (Note 6)		21,601		21,867
Foreign exchange		255		125
	$	31,186	$	43,952

Note 8	Loss Per Share

	Weighted Average Number of Common Shares

	i)	Investment in FEP

		The investment in FEP is summarized as follows:

		As at March 31, 2024, the Company’s interest in FEP was 6.80% (December 31, 2023: 6.80%).

		FEL’s assets consist of interests in various petroleum service contracts (SC) in the Philippines, the most significant of which in terms of Prospective Resources is SC 72. On March 2, 2015, the Philippine Department of Energy (“DOE”) granted a force majeure on SC 72 because the contract area falls within the territorial disputed area of the West Philippine Sea. Under the terms of the force majeure, all exploration work at SC 72 was immediately suspended until the DOE notified PXP that it could re-commence exploration. On October 16, 2020, FEL received a letter from the DOE lifting the force majeure and directing FEL to resume exploration activities on SC 72. On April 11, 2022, force majeure was once again declared on SC 72 as a result of FEL not receiving clearance from Security, Justice and Peace Coordinating Cluster to proceed after preparations for drilling were underway.

		Determination of fair value

		The investment in FEL represents an investment in a private company for which there is no active market and for which there are no publicly available quoted market prices.

		The Company has classified its investment in FEL as Level 2 in the fair value hierarchy.

		For purposes of determining fair value of the investment in FEL, the Company considered valuation techniques described in IFRS 13 – Fair Value Measurement. In respect of the investment in FEL, management considered the fair value of $2,461,931 to be indicative of the fair value of the investment in FEL as there have been no changes in the circumstances that would change management’s assessment of fair value. The fair value of the investment is consistent with the implied value based on the price of the December 21, 2023 shares for debt settlement, which is a Level 2 input.

Note 10	Segmental Reporting

	The Company has one reportable operating segment which is primarily the business of exploration and development of oil and gas and other mineral related opportunities, through companies in which the Company invests.