UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 000-26907
CHEETAH OIL & GAS
LTD.
(Exact name of registrant as specified in its
charter)
| Nevada | 93-1118938 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 17 VICTORIA ROAD, NANAIMO, BRITISH COLUMBIA, CANADA | V9R 4N9 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: | 250-714-1101 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange On Which Registered |
| N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes[ ] No[x]
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act
Yes[ ]
No[x]
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 last 90 days.
Yes[x] No[ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[
]
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 definition 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 | [ ] | 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[ ] No[x]
The aggregate market value of Common Stock held by non-affiliates of the Registrant on March 30, 2011 was $983,666 based on a $0.10 closing price for the Common Stock on March 30 , 2011. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock as of the latest practicable
date.
13,039,000 common shares as of March 30, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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PART I
Item 1. Business
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, 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.
As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "Cheetah" mean Cheetah Oil & Gas Ltd.
General Overview
We were incorporated under the laws of the State of Nevada on May 5, 1992 under the name “Bio-American Capital Corporation”. On May 25, 2004 we changed our name to Cheetah Oil & Gas Ltd.
On June 19, 2009 with the approval of our board of directors, a certificate of change was filed with the Nevada Secretary of State, effecting a 4 for 1 consolidation of our authorized and issued and outstanding shares of common stock. The certificate of change had an effective date of July 17, 2009.
On July 15, 2009, our board of directors approved an amendment to the consolidation so that the consolidation would be on a 10 for 1 basis. In connection with the amendment of the consolidation, our company filed a certificate of correction with the Nevada Secretary of State, wherein our authorized and issued and outstanding shares of common stock would be consolidated on a 10 for 1 basis, with an August 15, 2009 effective date.
As a result, effective August 15, 2009, our authorized capital decreased from 500,000,000 shares of common stock with a par value of $0.001 to 50,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 37,086,740 shares of common stock to 3,708,674 shares of common stock.
The consolidation became effective with the Over-the-Counter Bulletin Board at the opening for trading on August 20, 2009 under the stock symbol “COHG”. Our CUSIP number is 163076201.
We have not been involved in any bankruptcy, receivership or similar proceeding.
We are engaged in the exploration for and production of oil and natural gas, primarily in the State of Mississippi USA. Previously, we were engaged in the exploration for petroleum and natural gas in the country of Papua New Guinea through our ten percent equity interest in Cheetah Oil & Gas B.C. Ltd. (“Cheetah BC”). On November 25, 2008, we sold our remaining 10% interest in Cheetah BC.
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Overview of Business over the Last Five Years
On July 20, 2007, our Company entered into a share subscription agreement with Kepis & Pobe Investments Inc. (“K&P”) and its assigns. Under the terms of the agreement K&P had the right to acquire, through the subscription for shares, a 90% interest in Cheetah BC, a wholly owned subsidiary of our Company which through ownership of other subsidiaries has title to our Company’s Petroleum Prospecting Licenses and the Petroleum Retention License. The subscription price for these shares would be approximately $15,000,000 of which a maximum of $6,600,000 would be advanced to our Company to retire its debts plus the assignment of the Convertible Notes held by Macquarie Holdings (USA) Inc., including interest, fees and penalties, in favor of our Company at an agreed value of $7,550,000. K&P also agreed that on or before December 31, 2008, it would make an additional contribution of capital to Cheetah BC of $10,000,000. K&P assigned its rights under this agreement to Invicta Oil and Gas Ltd., a company listed on the TSX Venture Exchange. Under the terms of the Agreement it was further agreed that upon closing of the transaction, our Company would transfer all of the warrants, which were held by Macquarie, to K&P with the same terms and conditions that existed when held by Macquarie.
On September 27, 2007 our Company entered into an amendment to the Agreement, extending the closing of the Agreement from October 2, 2007 to November 30, 2007 and adding a price adjustment mechanism linked to increases in the consolidated liabilities of Cheetah BC.
The price adjustment mechanism adjusted the $15,000,000 consideration Invicta was required to pay to our Company by decreasing such amount by the increase in the consolidated liabilities of Cheetah BC from June 30, 2007 to the closing date. As at the closing date of the transaction, Cheetah BC’s consolidated liabilities was approximately $850,000 higher than on June 30, 2007. Therefore, the final consideration to be received by our Company totaled $13,691,278, allocated between the cancellation of the convertible notes ($7,550,000) and settlement of the other liabilities owing to creditors of our Company ($6,141,278).
In addition to the above, a unanimous shareholders agreement was entered into between our company, Invicta and Cheetah BC whereby the parties agreed to the following:
| 1. |
The cancellation of any debt due from Cheetah BC to our Company, after the settlement of our Company’s debts totaling $13,691,278. |
| 2. |
Invicta agrees to contribute $10,000,000 to Cheetah BC as a contribution of capital on or before December 31, 2008. |
| 3. |
Proportionate contributions to the joint oil and gas exploration program of 90% on the part of Invicta and 10% on the part of our Company, subsequent to the contribution commitment described in clause (2). |
| 4. |
Once Invicta has fulfilled the contribution commitment described in clause (2), if our Company fails to contribute all or any portion of its proportionate contribution within 30 days of receiving a funding request, and provided that Invicta has fulfilled its contribution obligation with respect to such funding request, then Invicta may pay all of our Company’s contribution deficiency. Any amount advanced by Invicta on behalf of our Company shall bear interest at a rate of 18% per annum, calculated annually on the anniversary date of such advance. The principal amount of such loan advance and all accrued interest payable thereon shall become due and payable in-full on the earlier of the third anniversary of such an advance and the date, if any upon which our Company disposes of any of its shares of Cheetah BC. |
As a result of our Company’s sale of 90% ownership in Cheetah BC on November 30, 2007, our Company ceased to consolidate the financial position, results of operations and changes in cash flows of Cheetah BC and subsidiary companies as at that date. In addition, our Company did not exercise any significant influence over Cheetah BC as a result of its residual 10% ownership interest. The carrying value of our Company’s remaining investment in Cheetah BC ($1,521,329) was calculated at 10% of the carrying value of the net assets of Cheetah BC and subsidiary companies immediately before the dilution under the equity method of accounting for business combinations.
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As a result of the transaction entered into by our Company, we were able to satisfy the convertible notes, including all interest, fees and penalties at a cost of $7,550,000 resulting in a gain on settlement of debt in the amount of $1,543,584 and retire other liabilities owing to unsecured creditors at a cost of $6,141,278 resulting in a gain on settlement of debt in the amount of $917,486.
Cheetah BC was required to expend certain minimum amounts in respect of its licenses. Under the terms of the agreement, to maintain our 10% equity interest in Cheetah BC, was required to proportionately contribute, according to our shareholdings in Cheetah BC, any capital required by Cheetah BC. The failure by us to contribute the required capital at the times needed to continue to maintain our 10% interest in these licenses, and the ability to modify the agreements or extend the time periods, could result in their termination and the loss of their benefits to us. To this end, we entered into an agreement with Invicta on March 12, 2008 whereby Invicta agreed to advance by way of a loan up to $500,000 to fund our estimated working capital requirements. The loan carried an annual interest rate of 8% and was secured against our 10% equity interest in Cheetah BC.
With reference to the loan agreement dated March 12, 2008 between Cheetah and Invicta for the principal amount of $500,000 due on demand, the following events constitutes a default by Cheetah (Borrower) unless Invicta (Lender) agrees to waive such default:
On March 28, 2008, Invicta changed its name to LNG Energy Ltd.
On September 11, 2008, we received notification from LNG Energy Ltd. giving notice for all funds to be paid on the demand loan advanced. We had 90 days from receipt of the demand letter to pay LNG Energy all funds owing plus interest due on the loan.
Effective November 25, 2008, we entered into a share purchase agreement, with LNG Energy Ltd. (formerly, Invicta Oil and Gas Ltd.) and LNG Energy (BC) Ltd. (formerly, Cheetah BC), wherein LNG Energy agreed to purchase our 10% interest in LNG BC, or 100 Class A common shares of LNG BC owned by our Company, for the purchase price of US$250,000. Once purchased, LNG Energy would be the sole shareholder of LNG BC and LNG Energy shall forgive a loan to our Company of Cdn$300,000 (US253,576) secured by way of a demand loan bearing interest at 8% per annum entered into on March 12, 2008. Cheetah shall forgive all outstanding accounts receivable between LNG Energy and Cheetah in the amount of $340,000. We also entered into a warrant cancellation agreement with Kepis & Pobe Investments Inc. pursuant to which 3,000,000 share purchase warrants held by Kepis & Pobe have been cancelled.
On March 4, 2009 we settled outstanding liabilities with two of our former directors paying $24,000 in the settlement of $39,249 in consulting liabilities and the return to treasury of 3,000,000 (300,000 post-reverse stock split) issued and outstanding shares to our Company’s treasury.
On April 3, 2009, our Company entered into an asset purchase agreement with Delta Oil & Gas, Inc. and The Stallion Group wherein our Company agreed to acquire an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake field. The Belmont Lake field currently has two producing wells. In addition to acquiring the 8% working interest, we acquired a 40% working interest on an option to drill wells on over 130,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling. We acquired these assets for $179,309.
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Effective August 31, 2009, we entered into an assignment agreement with Golden Aria Corp., now known as Enertopia Corp. The assignment agreement dated August 28, 2009, provides for the purchase by Enertopia of a revenue interest of 40.432% of our 8% share of our net revenue after field operating expenses from our Belmont Lake PP F-12-4 horizontal well, located in Belmont Lake Field, Wilkinson County, Mississippi. As consideration, Enertopia has agreed to pay 57.76% of our costs currently budgeted at $77,905, subject to revision and 57.76% of our 8% share of PP F-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc.
Effective August 31, 2009, we entered into an assignment agreement with David DeMartini. The assignment agreement dated August 28, 2009, provides for the purchase by DeMartini of a revenue interest of 75% in our non-perpetual 8% gross interest, 5.20% net working interest in the Belmont Lake PPF-12-4 horizontal well located in the Belmont Lake Field, Wilkinson County, Mississippi. As consideration, DeMartini has agreed to pay 100% of Cheetah’s costs subject to revision. The assignment of the interest is limited to a gross 500% revenue payout based on the total amount paid for the working interest, after which all rights, interests and benefits cease. As consideration, DeMartini has agreed to pay 100% of our costs currently budgeted at $77,905, subject to revision and 100% of Cheetah’s 8% share of PP F-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc.
Effective August 31, 2009, we entered into a partial release and acknowledgement agreement dated August 29, 2009 with Sage Investments Ltd. Pursuant to the partial release and acknowledgement, Sage has agreed to release its security interest in certain assets of our Company.
On October 17, 2009 we received a full release and acknowledgement with Sage Investments Ltd. by issuing an aggregate of 1,180,000 shares of common stock at a deemed price of $0.05 per share to settle the existing debt with Sage Investments.
On May 31, 2010, we signed a settlement agreement with Enertopia Corp. for an assignment agreement that was entered into by our Company and Enertopia effective August 31, 2009, whereby Enertopia paid a fee of $45,000 to earn a 57.76% share of our 8% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi. Our Company and Enertopia wished to settle the assigned interest by making such assignment null and void, and issuing common shares and warrants of our Company in exchange for the $45,000 earlier received by Enertopia. We agreed to allot and issue to Enertopia 375,000 restricted shares of our common stock at a deemed price of $0.12 per share for each $0.12 of the claim amount, and for each such share so issued, will issue one warrant to purchase a further share of our Company at a price of $0.20 per share for a term of two years as full and final settlement of the $45,000.00. The shares were issued on September 13, 2010 to Enertopia.
On July 22, 2010 the board approved the transfer of an assignment letter dated August 31, 2009 between our Company and David DeMartini to Emerald Atlantic LLC.
On July 22, 2010, we signed an assignment agreement with Emerald Atlantic LLC. whereby Emerald Atlantic LLC can earn a 75% share of our 8% non-perpetual interest in two of the three proposed oil wells (12-2, 12-4, and 12-5) to be drilled in Wilkinson County, Mississippi. The old assignment agreement dated August 28, 2009 was terminated by mutual consent between David DeMartini, Emerald Atlantic LLC and the Company.
Effective September 13, 2010, we entered into a loan agreement with Cornelius O’Connell wherein O’Connell agreed to loan our Company $24,000. The principal of the loan is to be repaid within two years and accrues interest at 15% per annum. Pursuant to the terms of the loan agreement, our Company issued to O’Connell 200,000 warrants expiring on September 13, 2013 at an exercise price of $0.12 per warrant. Each warrant is exercisable into one share of common stock of our Company.
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On September 13, 2010, we also entered into an asset pledge agreement with O’Connell, wherein we have agreed to pledge to O’Connell first charge on our Company’s 100% interest in our 8% gross interest held in the PPF-12 oil well at our Belmont Lake property until the loan is paid in full.
In addition to the loan and asset pledge agreements, we have entered into a demand promissory note with O’Connell representing the $24,000 loan.
Effective November 19, 2010, we entered into a loan agreement with Hugh W. Reid & Associates Ltd. and David Bond wherein both Hugh W. Reid & Associates and David Bond agreed to loan our Company $5,000 each. The principal of the loan is to be repaid within two years and accrues interest at 15% per annum.
On November 19, 2010, we also entered into an asset pledge agreement with Hugh W. Reid & Associates Ltd and David Bond, wherein we have agreed to pledge to both parties first charge on our Company’s 100% interest in our 8% gross interest held in the PPF-12-3A oil well at our Belmont Lake property until the loan is paid in full.
In addition to the loan and asset pledge agreements, we have entered into a demand promissory note with Hugh W. Reid & Associates Ltd. and David Bond.
Effective December 20, 2010, we entered into a loan agreement with Renata Manton wherein Manton agreed to loan our Company $5,000. The principal of the loan is to be repaid within two years and accrues interest at 15% per annum.
On December 20, 2010, we also entered into an asset pledge agreement with Manton, wherein we have agreed to pledge to Manton first charge on our Company’s 100% interest in our 8% gross interest held in the PPF-12-3A oil well at our Belmont Lake property until the loan is paid in full.
In addition to the loan and asset pledge agreement, we have entered into a demand promissory note with Renata Manton.
Effective December 20, 2010, we entered into an assignment agreement with Sage Investments Ltd. The assignment agreement dated December 20, 2010, provides for the purchase by Sage of a revenue interest of 4% share of the PPF 12-5 well recompletion and injection line expenses until such time the well achieves 500% revenue payout on the recompletion and injection line expenses.
We are currently seeking opportunities to acquire prospective or producing oil and gas properties or other oil and gas resource related projects.
Our Current Business
We are an oil and gas company engaged in the exploration for and production of oil and natural gas, primarily in the State of Mississippi, USA. Our Company is currently generating revenues from our business operations in Mississippi.
We are currently seeking opportunities to acquire prospective or producing oil and gas properties or other oil and gas resource related projects. Simultaneously, we are seeking business opportunities with established business entities for the merger of a target business with our Company. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. We are currently in negotiations with several parties to enter into a business opportunity but we have not entered into any definitive agreements to date and there can be no assurance that we will be able to enter into any definitive agreements. We anticipate that any new acquisition or business opportunities by our Company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.
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Management of our Company believes that there are perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently raising capital; (vii) compensation of key employees through stock options; (viii) enhanced corporate image; and (ix) a presence in the United States capital market.
We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.
As of the date hereof, management has not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
We may not be able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a prospective property through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.
Competition
We are engaged in the acquisition and exploration of oil and gas properties. We compete with other companies for both the acquisition of prospective properties and the financing necessary to develop such properties.
We conduct our business in an environment that is highly competitive and unpredictable. In seeking out prospective properties, we have encountered intense competition in all aspects of our proposed business as we compete directly with other development stage companies as well as established international companies. Many of our competitors are national or international companies with far greater resources, capital and access to information than us. Accordingly, these competitors may be able to spend greater amounts on the acquisition of prospective properties and on the exploration and development of such properties. In addition, they may be able to afford greater geological expertise in the exploration and exploitation of oil and gas properties. This competition could result in our competitors having resource properties of greater quality and attracting prospective investors to finance the development of such properties on more favorable terms. As a result of this competition, we may become involved in an acquisition with more risk or obtain financing on less favorable terms.
Compliance with Government Regulation
Our oil and gas operations are subject to various national, state and/or provincial, and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the protection of human health and the environment. To date, expenditures related to complying with these laws, and for remediation of existing environmental contamination, have not been significant in relation to the results of operations of our company. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.
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Employees
We have no employees other than our directors and executive officers. We anticipate that we will be conducting most of our business through agreements with consultants and third parties.
Research and Development
We have incurred $Nil in research and development expenditures over the last two fiscal years.
Item 1A. Risk Factors
Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:
With the exception of a minor number of operating months we have had negative cash flows from operations. Currently the Company does have sufficient funds to maintain its existing operations, however it will need to raise funds to acquire new business assets. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business as planned and as a result may be required to scale back our operations, the result of which would be that our stockholders would lose some or all of their investment.
To date, with the exception of a minor number of operating months we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements and have incurred losses totaling $260,152 for the year ended December 31, 2010, and cumulative losses of $16,356,273 to December 31, 2010. As of December 31, 2010 we had a working capital deficit of $438,691. Other than for possibly a few months where production rates are higher and commodity prices increase, we do not expect positive cash flow from operations in the next twelve month period and there is no assurance that actual cash requirements will not exceed our estimates, or that our sales projections will be realized as estimated. In particular, additional capital may be required in the event that:
The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.
We will depend almost exclusively on outside capital to pay for the continued operations, exploration, and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.
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A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.
We have a history of losses and fluctuating operating results. We expect to continue to incur operating losses and negative cash flow until we receive significant commercial production from our properties
From inception through to December 31, 2010, we have incurred aggregate losses of $16,356,273. Our loss from operations for the twelve months ended December 31, 2010 was $260,152. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will purchase our production and/or services, the size of customers’ purchases, the demand for our production and/or services, and the level of competition and general economic conditions. If we cannot generate positive cash flows in the future, or raise sufficient financing to continue our normal operations, then we may be forced to scale down or even close our operations. Until such time as we generate significant revenues, we expect an increase in development costs and operating costs. Consequently, we expect to continue to incur operating losses and negative cash flow until we receive significant commercial production from our properties.
We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
We have limited history of revenues from operations and have limited significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our Company has a limited operating history and must be considered in the development stage. The success of our Company is significantly dependent on a successful acquisition, drilling, completion and production program. Our Company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves, extract the reserves economically, and/or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
Trading of our stock may be restricted by the SEC's "Penny Stock" regulations, which may limit a stockholder's ability to buy and sell our stock.
The U.S. 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 SEC, 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 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.
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The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, 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.
Trading in our common shares on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.
Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.
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 its development. We have largely been engaged in the business of exploring and until only recently attempting to develop commercial reserves of oil and gas. Our Alberta property is in the exploration stage and without known reserves of oil and gas. Only our Colorado properties have commenced production. Accordingly, we have not generated significant revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate significant revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon attaining adequate levels of internally generated revenues through 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 significant revenues, we will have to raise additional monies through either securing industry reserve based debt financing, or the sale of our equity securities or debt, or combinations of the above in order to continue our business operations.
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As our properties are in the exploration and early development stage there can be no assurance that we will establish commercial discoveries and/or profitable production programs on these properties.
Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our Nevada properties have been impaired and our Alberta properties are in the exploration stage only and are without proven reserves of oil and gas. We may not establish commercial discoveries on these properties. Our Colorado property is in early stage development drilling and may prove uneconomic to develop.
The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.
The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.
Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas, which may be acquired or discovered, will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.
The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staff. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Our budget does not anticipate the potential acquisition of additional acreage in Nevada and/or Alberta although this may change at any time without notice. This acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in these areas and the presence of these competitors could adversely affect our ability to acquire additional leases.
The marketability of natural resources will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable.
The marketability of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.
Oil and 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 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 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 such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages, which it may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.
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Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.
In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.
We believe that our operations comply, in all material respects, with all applicable environmental regulations.
Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.
Exploratory and development 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 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 it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.
The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.
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Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.
Other Risks
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Properties
Executive Offices
Our executive office is located at 17 Victoria Road, Nanaimo, British Columbia, V9R 4N9, Canada.
Resource Properties
On April 3, 2009, our Company entered into an asset purchase agreement with Delta Oil & Gas, Inc. and The Stallion Group wherein we agreed to acquire an 8% interest in certain oil and gas interests located in the State of Mississippi, known as the Belmont Lake Field for a value of $179,309. We are required to pay $400 per month for a period of 4 years from the closing as part of the purchase price. The Belmont Lake field currently has two producing wells.
In addition to acquiring the 8% working interest, our Company also acquired a 40% working interest on an option to drill wells on over 130,000 acres of exploration lands. These lands have extensive existing 2-D and 3-D seismic coverage and the project operations have identified multiple targets for potential future drilling.
In August 2009 the operator of the Belmont Lake Field decided to drill a new horizontal well named the Belmont Lake PPF-12-4 and we received a notice that our share of the anticipated drilling and development cost was $77,900. After the operator sent the notice of its intent to drill the well, certain working interest owners declined the investment; therefore, we were the opportunity to purchase an additional interest in the proposed well in an amount equal to its original commitment.
Our management determined that it was in the best interest for our Company to exercise their right to invest in the well. We did not have sufficient cash for the entire investment totaling approximately $155,800 and therefore, divided our proposed investment into two equal parts:
On August 31, 2009, our Company entered into an assignment agreement with a corporation. The assignment agreement provided for the purchase of a revenue interest of 40.432% in one-half of our investment in the proposed well for $45,000. The corporation has agreed to pay 57.76% of our drilling, completion and tie in costs to earn the 40.432% .
On August 31, 2009, our Company entered into an assignment agreement with an individual. The assignment agreement provided for the purchase of a revenue interest of 75% in one-half of its investment in the proposed well for $77,905 covering 100% of the current budgeted costs. As consideration, the individual has agreed to pay 100% of Cheetah’s costs subject to revision. This interest will revert back to the owner once the purchaser has achieved a 500% payout.
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Productive Wells
See below production data as at December 31, 2010:
| For the fiscal year ended December 31, 2010 |
For the fiscal year ended December 31, 2009 | |
| Production Data: | ||
| Natural gas (Mcf) | - | 714 |
| Oil (Bbls) | 1,526 | 1,210 |
| Average Prices: | ||
| Natural gas (per Mcf) | - | $ 3.35 |
| Oil (per Bbl) | $81.81 | $65.45 |
Productive Wells
The following table summarizes information at December 31, 2010, relating to the productive wells in which we owned a working interest as of that date. Productive wells consist of producing wells and wells capable of production, but specifically exclude wells drilled and cased during the fiscal year that have yet to be tested for completion (e.g., all of the operated wells drilled by our company during this year have been cased in preparation for completion, but no operations have been initiated that would allow these wells to be productive). Gross wells are the total number of producing wells in which we have an interest, and net wells are the sum of our fractional working interests in the gross wells.
| Gross | Net | ||||||
| Location | Oil | Gas | Total | Oil | Gas | Total | |
| Mississippi | 3 | 1 | 4 | 0.169 | 0.10 | 0.269 | |
| Total | 3 | 1 | 4 | 0.169 | 0.10 | 0.269 | |
Unaudited Oil and Gas Reserve Quantities
The unaudited reserve estimates for Mississippi, as of December 31, 2010 were prepared by Veazey & Associates, an independent petroleum engineering firm.
The estimated proved reserves prepared by Veazey and Associates are summarized in the table below, in accordance with definitions and pricing requirements as prescribed by the Securities and Exchange Commission (the “SEC”). Prices paid for oil and natural gas vary widely depending upon the quality such as the Btu content of the natural gas, gravity of the oil, sulfur content and location of the production related to the refinery or pipelines.
There are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of development expenditures. In addition, reserve estimates of new discoveries that have little production history are more imprecise than those of properties with more production history. Accordingly, these estimates are expected to change as future information becomes available.
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Proved oil and gas reserves are the estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.
Proved developed oil and gas reserves are those reserves expected to be recovered through existing wells with existing equipment and operating methods.
In 2009, the SEC issued its final rule on the modernization of oil and gas reporting, and the FASB adopted conforming changes to ASC Topic 932, “Extractive Industries”, to align the FASB’s reserves requirements with those of the SEC. The final rule is now in effect for companies with fiscal years ending on or after December 31, 2009.
As it affects our reserve estimates and disclosures, the final rule:
We emphasize that reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. In addition, a portion of our proved reserves are classified as proved developed nonproducing and proved undeveloped, which increases the imprecision inherent in estimating reserves which may ultimately be produced.
The following table sets forth estimated proved oil and gas reserves together with the changes therein for the year ended December 31, 2010:
| Oil | Gas | ||
| (bbls) | (mcf) | ||
| Proved developed and undeveloped reserves | |||
| Beginning of year | 16,620 | 6,660 | |
| Revisions of previous estimates | - | - | |
| Improved recovery | - | - | |
| Purchases of minerals in place | 17,436 | (6,660) | |
| Extensions and discoveries | - | - | |
| Production | (1,526) | - | |
| Sales | - | - | |
| End of Year | 32,530 | - | |
| Proved developed reserves | |||
| Beginning of year | 6,920 | 6,660 | |
| End of Year | 8,510 | - |
The standardized measure of discounted future net cash flows relating to proved natural gas and oil reserves at December 31, 2010 is as follows:
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| USD$ | |
| Future cash inflows | 2,694,482 |
| Future production costs | 635,779 |
| Future development costs | 204,180 |
| Future income tax expenses | - |
| 1,854,523 | |
| Future net cash flows | |
| 10% annual discount for estimated timing of cash flows | (327,048) |
| Standardized measure of discounted future net cash flows | 1,527,475 |
The following reconciles the change in the standardized measure of discounted future net cash flow during 2010 and 2009:
| 2010 | 2009 | |||||
| Beginning of year | $ | 624,618 | $ | - | ||
| Sales of oil and gas produced, net of production costs | (76,433 | ) | (37,207 | ) | ||
| Net changes in prices and productions costs | 350,634 | - | ||||
| Extensions, discoveries, and improved recovery, less related | 996,338 | - | ||||
| costs | ||||||
| Development costs incurred during the year which were | 34,796 | - | ||||
| previously estimated | ||||||
| Net change in estimated future development costs | (204,181 | ) | - | |||
| Revisions of previous quantity estimates | ||||||
| Net change from purchases and sales of minerals in place | - | 661,825 | ||||
| Accretion of discount | (198,297 | ) | - | |||
| Net change in income taxes | - | - | ||||
| Other | - | - | ||||
| End of year | $ | 1,527,475 | $ | 624,618 |
Oil and Gas Acreage
The following table sets forth the undeveloped and developed acreage, by area, held by us as of December 31, 2010. Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas, regardless of whether or not such acreage contains proved reserves. Developed acres are acres, which are spaced or assignable to productive wells. Gross acres are the total number of acres in which we have a working interest. Net acreage is obtained by multiplying gross acreage by our working interest percentage in the properties. The table does not include acreage in which we have a contractual right to acquire or to earn through drilling projects, or any other acreage for which we have not yet received leasehold assignments.
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| Undeveloped Acres | Developed Acres | ||||
| Gross | Net | Gross | Net | ||
| Mississippi | 220 | 88 | 1,160 | 241.31 | |
| Total | 220 | 88 | 1,160 | 241.31 | |
Item 3. Legal Proceedings
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 4. [Removed and Reserved]
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “COHG.” The following quotations, obtained from Yahoo Finance, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
The high and low bid prices of our common stock for the periods indicated below are as follows:
| National Association of Securities Dealers OTC Bulletin Board(1) | ||
| Quarter Ended | High | Low |
| December 31, 2010 | $0.15 | $0.05 |
| September 30, 2010 | $0.17 | $0.015 |
| June 30, 2010 | $0.17 | $0.055 |
| March 31, 2010 | $0.17 | $0.02 |
| December 31, 2009 | $0.38 | $0.08 |
| September 30, 2009 | $0.045 | $0.045 |
| June 30, 2009 | $0.006 | $0.0051 |
| March 31, 2009 | $0.015 | $0.012 |
| December 31, 2008 | $0.03 | $0.01 |
(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
Our common shares are issued in registered form. Standard Registrar and Transfer Company, Inc. 12528 South 1840 East Draper, Utah 84020 (Telephone: 801.571.8844; Facsimile: 801.571.2551) is the registrar and transfer agent for our common shares.
On March 30, 2011, the shareholders' list showed 160 registered shareholders and 13,039,000 common shares outstanding.
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Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Equity Compensation Plan Information
On June 6, 2005, our Board of Directors approved our 2005 Stock Option Plan pursuant to which we may grant an aggregate of up to 3,500,000 common shares or options to purchase common shares to employees, consultants or directors of our company or of any of our subsidiaries. The purpose of the 2005 Stock Option Plan is to give our company the ability to motivate participants to contribute to our growth and profitability. The 2005 Stock Option Plan is administered by our Board of Directors. It will continue in effect until the earlier of the (a) date that we have granted all of the securities that can be issued pursuant to its terms or (b) June 6, 2015.
Awards under our 2005 Stock Option Plan will vest as determined by our Board of Directors and as established in stock option agreements to be entered into between our company and each participant receiving an award. Options granted under the 2005 Stock Option Plan will have a term of 5 years from the date of grant but are subject to earlier termination in the event of death, disability or the termination of the employment or consulting relationship.
The following table summarizes certain information regarding our 2005 equity compensation plans as at December 31, 2010:
| Equity Compensation Plan Information | |||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| Equity compensation plans approved by security holders | Nil | Nil | Nil |
| Equity compensation plans not approved by security holders | Nil | Nil | Nil |
| Total | Nil | Nil | Nil |
On November 27, 2009, our Board of Directors approved our 2009 Stock Option Plan pursuant to which we may grant an aggregate of up to 1,000,000 common shares or options to purchase common shares to employees, consultants or directors of our Company or of any of our subsidiaries. The purpose of the 2009 Stock Option Plan is to give our Company the ability to motivate participants to contribute to our growth and profitability. The 2009 Stock Option Plan is administered by our Board of Directors. It will continue in effect until the earlier of the (a) date that we have granted all of the securities that can be issued pursuant to its terms or (b) November 27, 2019.
Awards under our 2009 Stock Option Plan will vest as determined by our Board of Directors and as established in stock option agreements to be entered into between our Company and each participant receiving an award. Options granted under the 2005 Stock Option Plan will have a term of 5 years from the date of grant but are subject to earlier termination in the event of death, disability or the termination of the employment or consulting relationship
On November 27, 2009 our Company’s board of directors approved the grant of 300,000 stock options at an exercise price of $0.10 per share to Robert McAllister, Georgina Martin and Don Findlay, vesting immediately.
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On May 14, 2010, our Company's board of directors approved the grant of 400,000 stock options at an exercise price of $0.10 per share to Georgina Martin and Don Findlay vesting immediately.
The following table summarizes certain information regarding our 2010 equity compensation plans as at December 31, 2010:
| Equity Compensation Plan Information | |||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| Equity compensation plans approved by security holders | Nil | Nil | Nil |
| Equity compensation plans not approved by security holders | 400,000 | $0.10 | 300,000 |
| Total | 400,000 | $0.10 | 300,000 |
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2010 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, 2010.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2010.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to; those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” beginning on page 10 of this annual report.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for our Years Ended December 31, 2010 and 2009
Our net loss and comprehensive loss for our year ended December 31, 2010, for our year ended December 31, 2009 and the changes between those periods for the respective items are summarized as follows:
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| Year Ended December 31, 2010 $ |
Year Ended December 31, 2009 $ |
Change
Between Year Ended December 31, 2010 and Year Ended December 31, 2009 $ | |
| Natural oil & gas revenue | 127,311 | 81496 | 45,815 |
| Cost of revenue | (50,878) | (44,289) | (6,589) |
| Legal, accounting and audit | (60,807) | (76,651) | 15,844 |
| General and administrative | (29,485) | (47,068) | 17,583 |
| Consulting fees & director fees | (209,915) | (120,000) | (89,915) |
| Interest and accretion | (11,263) | (50,530) | 39,267 |
| Forgiveness of debt | Nil | 39,249 | (39,249) |
| Foreign exchange gain (loss) | (671) | (9,100) | 8,429 |
| Depletion expense | (24,444) | (16,195) | (8,249) |
| Net loss and comprehensive loss for the period | (260,152) | (243,088) | (17,064) |
General and Administrative
The decrease in our general and administrative expenses for our year ended December 31, 2010 was due mostly to a decrease in stock-based compensation.
Accounting, Audit and Legal
The decrease in accounting, audit and legal fees for our year ended December 31, 2010 was due to a decrease in both legal and accounting & audit fees for the year.
Consulting Fees and Director Fees
The increase in consulting fees and director fees for our year ended December 31, 2010 was due to additional consulting fees recorded for our new president and director of the Company.
Interest and Accretion
The decrease in interest and accretion for our year ended December 31, 2010 was due to a decrease in interest costs.
Foreign Exchange Gain (loss)
The decrease in foreign exchange gain for our year ended December 31, 2010 was due to currency fluctuations.
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Liquidity and Financial Condition
| Working Capital | ||||||
| At | At | |||||
| December 31, | December 31, | |||||
| 2010 | 2009 | |||||
| Current assets | $ | 58,462 | $ | 232,055 | ||
| Current liabilities | 497,153 | 380,420 | ||||
| Working capital | $ | (438,691 | ) | $ | (148,365 | ) |
| Cash Flows | ||||||
| Year Ended | ||||||
| December 31, | December 31 | |||||
| 2010 | 2009 | |||||
| Cash flows from (used in) operating activities | $ | (122,382 | ) | $ | (15,803 | ) |
| Cash flows provided by (used in) investing activities | (62,363 | ) | $ | 12,646 | ||
| Cash flows provided by (used in) financing activities | 35,001 | $ | 165,625 | |||
| Net increase (decrease) in cash during period | $ | (149,747 | ) | $ | 162,468 | |
Operating Activities
Net cash used in operating activities was $122,382 for our year ended December 31, 2010 compared with cash used in operating activities of $15,803 in the same period in 2009. The increase of $106,579 used in operating activities is mainly attributable to an increase in the cost of revenue due to the increase in revenues for the year, increase in consulting fees and decrease in debt forgiveness.
Investing Activities
Net cash used in investing activities was $62,363 for our year ended December 31, 2010 compared to net cash provided by investing activities of $12,646 in the same period in 2009 was mainly attributable to a decrease in oil & gas purchases, a decrease in funds provided by accounts receivable and an increase in funds provided by accounts payable – equipment purchase.
Financing Activities
Net cash from financing activities was $35,001 for our year ended December 31, 2010 compared to $165,625 in the same period in 2009. The decrease was mainly attributable to a decrease in loan proceeds and obligation to issue shares.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our Company incurred a net loss of $260,152 for the year ended December 31, 2010 [2009 - $243,088] and at December 31, 2010 had a deficit accumulated of $16,356,273 [2009 – $16,096,121]. We have generated revenues, however, we have an accumulated deficit and negative working capital of $438,691 as at December 31, 2010. Although our Company does not have sufficient funds to acquire new business assets, the increase in revenues are sufficient to maintain existing operations at this time. If the Company decides to acquire new business assets, Management’s plan in this regard would be to raise equity and/or debt financing when required but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time.
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These financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statement.
Recent Accounting Pronouncements
The FASB established the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The codification has changed the manner in which U.S. GAAP guidance is referenced, but did not have an impact on our consolidated financial position, results of operations or cash flows.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements.” This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Accounting Standards Codification (“ASC”) 820. ASU 2010-06 amends ASC 820 to now require: (1) a reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of existing disclosures. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted. The Company will comply with the additional disclosures required by this guidance upon its adoption in January 2010.
Also in January 2010, the FASB issued Accounting Standards Update No. 2010-03, “Extractive Activities—Oil and Gas—Oil and Gas Reserve Estimation and Disclosures.” This ASU amends the “Extractive Industries—Oil and Gas” Topic of the Codification to align the oil and gas reserve estimation and disclosure requirements in this Topic with the SEC’s Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” discussed below. The amendments are effective for annual reporting periods ending on or after December 31, 2009, and the adoption of these provisions on December 31, 2009 did not have a material impact on our consolidated financial statements.
24
SEC’s Final Rule on Oil and Gas Disclosure Requirements
On December 31, 2008, the Securities and Exchange Commission, referred to in this report as the SEC, issued Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” which revises the disclosures required by oil and gas companies. The SEC disclosure requirements for oil and gas companies have been updated to include expanded disclosure for oil and gas activities, and certain definitions have also been changed that will impact the determination of oil and gas reserve quantities. The provisions of this final rule are effective for registration statements filed on or after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009.
In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820) —Measuring Liabilities at Fair Value,” related to fair value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for an identical liability is not available, a reporting entity is required to measure fair value using one or more valuation techniques. This guidance is effective for the first reporting period beginning after issuance.
In June 2009, the FASB issued guidance under ASC 105, “Generally Accepted Accounting Principles.” This guidance established a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification. The Codification is the sole source for authoritative U.S. GAAP and supersedes all accounting standards in U.S. GAAP, except for those issued by the SEC. The guidance was effective for financial statements issued for reporting periods ending after September 15, 2009. The adoption had no impact on the Company’s financial position, cash flows or results of operations.
In May 2009, the FASB issued guidance under ASC 855 “Subsequent Events,” which sets forth: (1) the period after the balance sheet date during which management of reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The guidance was effective on a prospective basis for interim or annual financial periods ending after June 15, 2009.
In April 2009, the FASB updated its guidance under ASC 820, “Fair Value Measurements and Disclosures,” related to estimating fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying circumstances that indicate a transaction is not orderly. The guidance was effective for interim and annual reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance did not have any impact on the Company’s results of operations.
Also in April 2009, the FASB updated its guidance under ASC 825, “Financial Instruments,” which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also requires those disclosures in summarized financial information at interim reporting periods. The guidance was effective for interim reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
25
Financial Statements
Cheetah Oil & Gas Ltd.
December 31, 2010 & 2009
26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Cheetah Oil
& Gas, Ltd.
Nanaimo, British Columbia, Canada
We have audited the accompanying balance sheets of Cheetah Oil & Gas, Ltd. as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. Cheetah Oil & Gas, Ltd.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cheetah Oil & Gas, Ltd. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has generated revenues from operations but has substantial accumulated deficit and working capital deficiency and this raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The 2010 and 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Killman, Murrell & Company, P.C.
Killman, Murrell & Company, P.C.
Odessa, Texas
March 31, 2011
27
Cheetah Oil & Gas Ltd.
BALANCE SHEETS
(Unaudited, expressed in U.S.
dollars)
| December 31, | December 31, | |||
| 2010 | 2009 | |||
| $ | $ | |||
| ASSETS | ||||
| Current | ||||
| Cash and cash equivalents | 14,262 | 164,006 | ||
| Receivables [note 4] | 44,200 | 68,049 | ||
| Total Current Assets | 58,462 | 232,055 | ||
| Oil & gas properties [notes 3 & 15] | 316,884 | 180,372 | ||
| Equipment [note 5] | 1,336 | 1,673 | ||
| TOTAL ASSETS | 376,682 | 414,100 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
| LIABILITIES | ||||
| Current | ||||
| Accounts payable and accrued liabilities [note 8] | 476,423 | 307,779 | ||
| Accrued drilling costs | 20,730 | 72,641 | ||
| Total Current Liabilities | 497,153 | 380,420 | ||
| Long term drilling liability | 6,800 | 10,800 | ||
| Loan payable [note 6] | 39,001 | - | ||
| Asset retirement obligation | 2,515 | 2,515 | ||
| TOTAL LIABILITIES | 545,469 | 393,735 | ||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||
| Preferred stock, $0.001 par value, authorized 100,000,000 shares | - | - | ||
| Common stock [note 7] Common stock, $0.001 par value, authorized 50,000,000 shares issued and outstanding: 11,103,625 shares [December 31, 2009 - 10,728,625 shares] |
11,104 | 10,729 | ||
| Additional paid in capital | 16,176,382 | 16,105,757 | ||
| Accumulated deficit | (16,356,273 | ) | (16,096,121 | ) |
| Total Stockholders' Equity (Deficit) | (168,787 | ) | 20,365 | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 376,682 | 414,100 |
See accompanying notes
28
Cheetah Oil & Gas Ltd.
STATEMENTS OF OPERATIONS
(Unaudited, expressed in U.S.
dollars)
| Twelve months | Twelve months | |||||
| ended | ended | |||||
| December 31, | December 31, | |||||
| 2010 | 2009 | |||||
| $ | $ | |||||
| Revenue | ||||||
| Natural oil & gas revenue | 127,311 | 81,496 | ||||
| Cost of revenue | ||||||
| Natural oil & gas operating costs | 43,385 | 39,343 | ||||
| Production taxes | 7,493 | 4,946 | ||||
| Depreciation, depletion and amortization | 24,444 | 16,195 | ||||
| 51,989 | 21,012 | |||||
| General and administrative expenses | ||||||
| Accounting, audit and legal | 60,807 | 76,651 | ||||
| Depreciation | 336 | 418 | ||||
| Interest | 11,263 | 50,530 | ||||
| Consulting fees | 209,915 | 120,000 | ||||
| Other | 13,149 | 11,983 | ||||
| Stock-based compensation | 16,000 | 34,667 | ||||
| 311,470 | 294,249 | |||||
| Loss before other income (expense) | (259,481 | ) | (273,237 | ) | ||
| Foreign exchange gain (loss) | (671 | ) | (9,100 | ) | ||
| Forgiveness of debt | - | 39,249 | ||||
| Net loss | (260,152 | ) | (243,088 | ) | ||
| Loss per share – basic and diluted | ||||||
| Net loss | $ | (0.02 | ) | $ | (0.04 | ) |
| Weighted average number of common stock outstanding - basic and diluted | 10,841,639 | 5,683,564 |
See accompanying notes
29
Cheetah Oil & Gas Ltd.
STATEMENTS OF CASH FLOWS
(Unaudited, expressed in U.S.
dollars)
| Twelve | Twelve | |||
| months ended | months ended | |||
| December 31, | December 31, | |||
| 2010 | 2009 | |||
| $ | $ | |||
| OPERATING ACTIVITIES | ||||
| Net loss for the period | (260,152 | ) | (243,088 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
| Depreciation & depletion | 24,780 | 16,613 | ||
| Debt forgiveness | - | (39,249 | ) | |
| Interest on warrants | 10,000 | - | ||
| Non-cash interest fees | - | 43,460 | ||
| Stock-based compensation | 16,000 | 34,667 | ||
| Accrued Interest paid in stock | - | 5,875 | ||
| Change in other assets and liabilities: | ||||
| Accounts receivable | (38,651 | ) | (5,549 | ) |
| Accounts payable and accrued drilling liabilities | 125,641 | 171,468 | ||
| Net cash used in operating activities | (122,382 | ) | (15,803 | ) |
| FINANCING ACTIVITIES | ||||
| Obligation to issues shares | - | 136,500 | ||
| Net loan proceeds | 39,001 | 53,125 | ||
| Long-term drilling liability | (4,000 | ) | - | |
| Purchase of Cheetah shares for cancellation | - | (24,000 | ) | |
| Net cash from financing activities | 35,001 | 165,625 | ||
| INVESTING ACTIVITIES | ||||
| Accounts receivable | 62,500 | 187,500 | ||
| Purchase of oil & gas properties | (140,794 | ) | (174,854 | ) |
| Accounts payable - equipment purchase | 15,931 | - | ||
| Net cash provided by (used in) investing activities | (62,363 | ) | 12,646 | |
| Increase (decrease) in cash and cash equivalents | (149,744 | ) | 162,468 | |
| Cash and cash equivalents, beginning of period | 164,006 | 1,538 | ||
| Cash and cash equivalents, end of period | 14,262 | 164,006 |
See accompanying notes
30
Cheetah Oil & Gas Ltd.
STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIT)
(Unaudited, expressed in U.S. dollars)
Twelve months ended
December 31, 2010 and 2009
| Additional | |||||||||||
| paid in | Deficit | ||||||||||
| Common stock | capital | accumulated | Total | ||||||||
| Shares | $ | $ | $ | $ | |||||||
| Balance, December 31, 2008 | 4,008,625 | 4,009 | 15,711,850 | (15,853,033 | ) | (137,174 | ) | ||||
| Shares purchases and cancelled | (300,000 | ) | (300 | ) | (23,700 | ) | (24,000 | ) | |||
| Shares issued for debt owing directors | 3,020,000 | 3,020 | 147,980 | 151,000 | |||||||
| Issuance of common stock pursuant to a private placement at $.05 per share | 1,230,000 | 1,230 | 60,270 | 61,500 | |||||||
| Issuance of common stock pursuant to a private placement at $.047 per share | 1,590,000 | 1,590 | 73,410 | 75,000 | |||||||
| Debt settlement for demand loan payable and accrued interest at $.05 per share | 1,180,000 | 1,180 | 57,820 | 59,000 | |||||||
| Value of 1,000,000 warrants granted for interest | - | - | 43,460 | 43,460 | |||||||
| Stock-based compensation | - | - | 34,667 | 34,667 | |||||||
| Net loss for the year | - | - | - | (243,088 | ) | (243,088 | ) | ||||
| Balance, December 31, 2009 | 10,728,625 | 10,729 | 16,105,757 | (16,096,121 | ) | 20,365 | |||||
| Stock-based compensation | 16,000 | 16,000 | |||||||||
| Value of 200,000 warrants granted for interest | 10,000 | 10,000 | |||||||||
| Debt settlement for assigned interest in oil & gas properties | 375,000 | 375 | 44,625 | 45,000 | |||||||
| Net loss for the year | (260,152 | ) | (260,152 | ) | |||||||
| Balance, December 31, 2010 | 11,103,625 | 11,104 | 16,176,382 | (16,356,273 | ) | (168,787 | ) | ||||
See accompanying notes
31
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in
U.S. dollars)
December 31, 2010
1. INCORPORATION AND NATURE OF OPERATIONS
Cheetah Oil & Gas Ltd. (“Cheetah Nevada” or the “Company”) was incorporated in May 1992 under the laws of the State of Nevada on May 5, 1992 under the name of “Bio-American Capital Corporation”. Effective May 26, 2004 the name was changed to Cheetah Oil & Gas Ltd.
On March 5, 2004, Cheetah Nevada entered into an Acquisition Agreement (the “Agreement”), whereby Cheetah Nevada issued 25,000,000 common stock in exchange for all of the issued and outstanding common stock of Cheetah Oil & Gas (B.C.) Ltd. (“Cheetah BC”), a Canadian company. In connection with this transaction, $130,000 debt owed by Cheetah Nevada was assumed and settled. For accounting purposes, the share exchange was considered a reverse takeover under applicable accounting rules, whereby Cheetah BC was considered the acquiring entity as the shareholders of Cheetah BC acquired more than 50% of the outstanding shares of Cheetah Nevada. Cheetah Nevada was the surviving entity for legal purposes. The combined company is considered to be a continuation of the operations of Cheetah BC.
Cheetah BC was incorporated on January 28, 2003 in British Columbia, Canada under the name of Universal Data Corp. and changed its name to Cheetah Oil & Gas Ltd. effective December 11, 2003. Cheetah BC, an exploration stage enterprise, is in the business of acquiring and exploring oil and gas properties in Papua New Guinea (“PNG”).
On July 20, 2007 the Company entered into a Share Subscription Agreement (“Agreement”) with Kepis & Pobe Investments Inc. (“K&P”) and its assigns. Under the terms of the agreement K&P had the right to acquire, through the subscription for shares, a 90% interest in Cheetah BC, a wholly owned subsidiary of the Company which through ownership of other subsidiaries has title to the Company’s Petroleum Prospecting Licences and the Petroleum Retention Licence.
On September 27, 2007 the Company entered into an amendment to the Agreement, extending the closing of the agreement from October 2, 2007 to November 30, 2007 and adding a price adjustment mechanism linked to increases in the consolidated liabilities of Cheetah BC.
On November 30, 2007 the Company closed on the sale of 90% interest in Cheetah BC, a wholly owned subsidiary of the Company which through ownership of other subsidiaries had title to the Company’s Petroleum Prospecting Licences and the Petroleum Retention Licence. The Company received a non-cash consideration of $13,691,278. Effective December 1, 2007 the financial statements of the Company ceased to be consolidated with those of Cheetah BC, Cheetah BC’s wholly owned subsidiary Cheetah Oil & Gas (PNG) Ltd. (“Cheetah PNG”) and Cheetah PNG’s 98.65% owned subsidiary Scotia Petroleum Inc. (“Scotia”). Commencing December 1, 2007, the Company recorded its residual 10% equity investment in Cheetah BC at a cost of $1,521,329.
On November 25, 2008 the Company entered into a share purchase agreement with LNG Energy Ltd.(“LNG”) and LNG Energy (BC) Ltd.,(“LNG BC” “formerly Cheetah BC’) wherein LNG agreed to purchase our remaining 10% investment in LNG BC for the purchase price of $250,000.
Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.
32
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in
U.S. dollars)
December 31, 2010
1. INCORPORATION AND NATURE OF OPERATIONS – cont’d
On March 4, 2009 the Company agreed to purchase 3,000,000 pre-reverse split shares of common stock from two former directors for an aggregate price of US $24,000.
On April 3, 2009 the Company entered into an asset purchase agreement with Delta Oil & Gas, Inc. and The Stallion Group where we agreed to acquire an 8% interest in certain oil and gas interest located in the state of Mississippi, known as the Belmont Lake Field for $179,309.
In addition to acquiring the 8% working interest, the Company also acquired a 40% working interest on an option to drill up to 38 wells on over 130,000 acres of exploration lands.
Effective August 15, 2009 the Company’s authorized, issued and outstanding shares of common stock was consolidated on a ten (10) for one (1) basis. As a result, effective August 15, 2009, our authorized capital decreased from 500,000,000 shares of common stock with a par value of $0.001 to 50,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 37,086,740 shares of common stock to 3,708,625 shares of common stock. The consolidation became effective with the Over-the-Counter Bulletin Board at the opening for trading on August 20, 2009 under the new symbol “COHG”.
On May 31, 2010 the Company signed a settlement agreement with Enertopia Corp. (Enertopia) for the assignment agreement that was entered into on or about August 28, 2009 whereby Enertopia paid a fee totaling $45,000 to earn a 57.76% share of the Company’s 8% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi. The Company issued 375,000 restricted shares in the capital of the Company at a deemed price of $.12 per share and for each share the Company issued one warrant at a price of $.20 per share for a term of two years as full and final settlement of the $45,000.
2. BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTY
The balance sheet presented is that of the Company for the year ended December 31, 2010. The statements of operations, cash flows and shareholders equity reflect the changes in stockholders equity (deficit), the results of operations and the changes in cash flows of the Company for the year ended December 31, 2010.
These accompanying financial statements have been prepared by management, who is responsible for their content, in accordance with accounting principles generally accepted in the United States of America. The Company has generated revenue in the current year however it has accumulated substantial losses, and require additional funds to maintain its operations. Management’s plans in this regard are to raise equity and/or debt financing as required.
Going concern uncertainty
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred a net loss of $260,152 for the year ended December 31, 2010 [2009 - $243,088] and at December 31, 2010 had a deficit accumulated of $16,356,273 [2009 – $16,096,121]. The Company has generated revenues, however, it has an accumulated deficit and negative working capital of $438,691 as of December 31, 2010. Although our Company does not have sufficient funds to
33
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
2. BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTY – cont’d
Going concern uncertainty – cont’d
acquire new business assets, the increase in revenues are sufficient to maintain its existing operations at this time. If the Company decides to acquire new business assets, Management’s plan in this regard would be to raise equity and/or debt financing when required but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time.
These financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
3. SIGNIFICANT ACCOUNTING POLICIES
Accounting estimates
The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
Cash and cash equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As of December 31, 2010 cash and cash equivalents consist of cash only.
Oil and gas properties
The Company utilizes the full cost method to account for its investment in oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, capitalized interest costs relating to unproved properties, geological expenditures, tangible and intangible development costs including direct internal costs are capitalized to the full cost pool. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves.
Investments in unproved properties are not depleted pending determination of the existence of proved reserves. Unproved properties are assessed periodically to ascertain whether impairment has occurred. Unproved properties whose costs are individually significant are assessed individually by considering the primary lease terms of the properties, the holding period of the properties, and geographic and geologic data obtained relating to the properties. Where it is not practicable to assess individually the amount of impairment of properties for which costs are not individually significant, such properties are grouped for purposes of assessing impairment. The amount of impairment assessed is added to the costs to be amortized, or is reported as a period expense, as appropriate.
34
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
3. SIGNIFICANT ACCOUNTING POLICIES – cont’d
Oil and gas properties – cont’d
Pursuant to full cost accounting rules, the Company must perform a ceiling test periodically on its proved oil and gas assets. The ceiling test provides that capitalized costs less related accumulated depletion and deferred income taxes for each cost center may not exceed the sum of (1) the present value of future net revenue from estimated production of proved oil and gas reserves using current prices, excluding the future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, at a discount factor of 10%; plus (2) the cost of properties not being amortized, if any; plus (3) the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any; less (4) income tax effects related to differences in the book and tax basis of oil and gas properties. Should the net capitalized costs for a cost center exceed the sum of the components noted above, an impairment charge would be recognized to the extent of the excess capitalized costs.
Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in the statement of operations.
Exploration activities conducted jointly with others are reflected at the Company’s proportionate interest in such activities.
Cost related to site restoration programs are accrued over the life of the project.
Capitalized Interest
The Company capitalizes interest (nil in 2010) on expenditures made in connection with exploration and development projects that are not subject to current amortization. Interest is capitalized only for the period that activities are in progress to bring the projects to their intended use.
Equipment
Depreciation is based on the estimated useful lives of the assets and is computed using the declining-balance method. Equipment is recorded at cost. Depreciation is provided using the following rates:
| Office furniture and equipment | 15% |
Leases
Leases are classified as capital or operating leases. Leases which transfer substantially all benefits and risks incidental to ownership of property are accounted for as capital leases. All other leases are accounted for as operating leases and the related lease payments are charged to expense as incurred.
35
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
3. SIGNIFICANT ACCOUNTING POLICIES – cont’d
Stock-based compensation
The Company adopted SFAS No. 123(revised) (ASC 718 and ASC 505), “Share-Based Payment”, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. SFAS No. 123(revised) (ASC 718 and ASC 505) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
Earnings (loss) per share
Basic earnings (loss) per share are computed using the weighted average number of shares outstanding during the period. The treasury stock method is used to determine the diluted effect of stock options and warrants. Diluted loss per share is equal to the basic loss per share for the years ended December 31, 2010 and 2009 because common stock equivalents consisting of stock purchase warrants of 4,427,143 [2009 – 3,852,143 after dilution] and stock options of 1,050,000 [2009 – 650,000 after dilution] that were outstanding at December 31, 2010 and 2009 were anti-dilutive.
Foreign currency translation
The Company uses the United States Dollar as its functional currency. The Company accounts for foreign currency transactions in accordance with SFAS No. 52, “Foreign Currency Translation” (ASC 830). Monetary assets and liabilities denominated in foreign currencies are translated into United States Dollars at the period-end exchange rates. Non-monetary assets and liabilities are translated at the historical rates in effect when the assets were acquired or obligations incurred. Transactions occurring during the period are translated at rates in effect at the time of the transaction. The resulting foreign exchange gains and losses are included in operations.
Fair value of financial instruments
SFAS No. 157 (ASC 820) “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 (ASC 820) establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 (ASC 820) prioritizes the inputs into three levels that may be used to measure fair value:
| Level 1 – | Quoted prices in active markets for identical assets or liabilities; |
| Level 2 – | Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and |
| Level 3 – | Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. |
The following table summarizes the fair value measurement of stock options and warrants for the years ended December 31, 2010 and 2009:
36
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
3. SIGNIFICANT ACCOUNTING POLICIES – cont’d
Fair value of financial instruments – cont’d
| Quoted Prices in | Significant | ||||||||
| Active markets for | Significant Other | Unobservable | |||||||
| Identical Assets | Observable Inputs | Inputs | |||||||
| Level 1 | Level 2 | Level 3 | |||||||
| 2010 | |||||||||
| Stock Options | $ | - | $ | 16,000 | $ | - | |||
| Warrants | $ | - | $ | 10,000 | $ | - | |||
| 2009 | |||||||||
| Stock Options | $ | - | $ | 34,667 | $ | - | |||
| Warrants | $ | - | $ | 43,460 | $ | - |
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and loan payable. Pursuant to SFAS No. 157 (ASC 820), the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Income taxes
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse.
Long-Lived Assets Impairment
Long-term assets of the Company are reviewed for impairment when circumstances indicate the carrying value may not be recoverable in accordance with the guidance established in Statement of Financial Accounting Standards No. 144 (SFAS 144) (ASC 360), Accounting for the impairment or Disposal of Long-Lived Assets. For assets that are to be held and used, an impairment loss is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value. Fair values are determined based on discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.
37
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
3. SIGNIFICANT ACCOUNTING POLICIES – cont’d
Asset Retirement Obligations
The Company accounts for asset retirement obligations in accordance with the provisions of SFAS 143 (ASC 410) “Accounting for Asset Retirement Obligations”. SFAS 143 (ASC 410) requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Company has a $2,515 asset retirement obligation as of December 31, 2010.
Concentration of Credit risk
The Company places its cash and cash equivalent with high credit quality financial institution.
4. RECEIVABLES
| December 31, | December 31, | |||||
| 2010 | 2009 | |||||
| $ | $ | |||||
| Receivable from Sale of Subsidiary | - | 62,500 | ||||
| Oil and Gas Sales | 44,200 | 5,549 | ||||
| 44,200 | 68,049 |
5. EQUIPMENT
| Accumulated | Net book | ||||||||
| Cost | depreciation | value | |||||||
| $ | $ | $ | |||||||
| 2010 | |||||||||
| Office equipment | 3,844 | 2,508 | 1,336 | ||||||
| 2009 | |||||||||
| Office equipment | 3,844 | 2,171 | 1,673 |
38
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
6. NOTE PAYABLE
On September 13, 2010, the Company entered into a loan agreement with an individual to borrow $24,000 for a period of two years at a fifteen (15%) interest rate to be paid quarterly. At December 31, 2010 all accrued interest recorded totaling $1,075 was paid. As security for Cheetah’s obligations under the Loan agreement, Cheetah has agreed to pledge first charge on 100% of the Company’s 8% gross interest in the PPF-12 oil well at Belmont Lake Mississippi currently held until the debt is paid in full. The Company also agreed to issue the lender warrants to purchase 200,000 common stock at an exercise price of $0.12. The warrants were valued at $10,000 and recorded as interest expense will expire on September 13, 2013. The fair value of the warrants was determined using the” Black-Scholes” pricing model with the following assumptions:
| Estimated fair value | $ 0.12 |
| Expected life (years) | 3 |
| Risk free interest rate | 0.16% |
| Volatility | 606% |
| Dividend yield | - |
On November 19, 2010, the Company entered into a loan agreement with an individual and a corporation to borrow $10,001 for a period of two years at a fifteen (15%) interest rate to be paid quarterly. At December 31, 2010 $167 in accrued interest was recorded in accounts payable. As security for Cheetah’s obligations under the Loan agreement, the Company has agreed to pledge first charge on 6.666% of the Company’s 8% gross interest in the PPF-12-3A oil well at Belmont Lake Mississippi.
On December 20, 2010 the Company entered into a loan agreement with an individual to borrow $5,000 for a period of two years at a fifteen (15%) interest rate to be paid quarterly. At December 31, 2010 $21 in accrued interest was recorded in accounts payable. As security for Cheetah’s obligations under the Loan agreement, the Company has agreed to pledge first charge on 6.666% of the Company’s 8% gross interest in the PPF-12-3A oil well at Belmont Lake Mississippi.
7. COMMON STOCK
Common Stock
The Company and Enertopia Corp. settled its existing assigned interest by making such assignment null and void, and agreed to issue common shares and warrants of the Company in exchange for the $45,000 earlier received from Enertopia Corp. On September 13, 2010 the Company issued 375,000 restricted shares at a deemed price of $0.12 per share to Enertopia. Also as full and final settlement of the $45,000 the Company agreed to issue one warrant to purchase a further share of the Company at a price of $0.20 per share for a term of two years.
Stock Options
The Company has a stock option plan for its directors, officers, employees and consultants. Under the terms of the 2005 and 2009 stock option plans, options become exercisable immediately upon grant. All stock options granted to date have been pursuant to separate agreements which override the terms of the standard plan.
39
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
7. COMMON STOCK – cont’d
Stock Options – cont’d
On May 14, 2010, the Company granted 400,000 stock options to two (2) directors with an exercise price of $0.10, vesting immediate and expiring on May 14, 2015.
Effective January 1, 2006, the Company accounts for stock options in accordance with revised Statement of Financial Accounting Standards (SFAS) No. 123, Share-Based Payment (SFAS 123R) (ASC 718 and 505). Accordingly, stock compensation expense has been recognized in the statement of operations based on the grant date fair value of the options for the period ended December 31, 2006 and thereafter.
Under SFAS 123(R) (ASC 718 and 505), the fair value of options is estimated at the date of grant using a Black-Scholes-Meron (“Black-Scholes”) option-pricing model, which requires the input of highly subjective assumptions including the expected stock price volatility. Volatility is determined using historical stock prices over a period consistent with the expected term of the option. The Company utilize the guidelines of staff Accounting Bulletin No. 107 (SAB 107) of the Securities and Exchange Commission relative to “plain vanilla” options in determining the expected term of option grants. SAB 107 permits the expected term of “plain vanilla” options to be calculated as the average of the option’s vesting term and contractual period.
The Company has used this method in determining the expected term of all options. The Company had one 2008 award that provided for graded vesting. The Company recognizes compensation cost for this award with graded vesting on straight-line basis over the requisite service period for the entire award. The amount of compensation expense recognized at any date is at least equal to the portion of the grant date value of the award that is vested at that date.
The 400,000 options issued to directors as compensation in 2010 were valued using the Black-Scholes model with the following assumptions:
| Estimated fair value | $ 0.01 |
| Expected life (years) | 5 |
| Risk free interest rate | 0.61% |
| Volatility | 544% |
| Dividend yield | - |
Total option based compensation for directors for the years ended December 31, 2010 and 2009 was $16,000 and $34,667, respectively.
A summary of the status of the Company’s stock option plan as of December 31, 2010 and 2009 and changes during the years is presented below:
40
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
7. COMMON STOCK – cont’d
Stock Options – cont’d
| 2010 | 2009 | |||||||||
| Weighted | Weighted | |||||||||
| Number of | average | Number of | average | |||||||
| Shares | exercise price | Shares | exercise price | |||||||
| # | $ | # | $ | |||||||
| Outstanding, January 1, 2010 | 650,000 | 0.10 | 200,000 | 0.10 | ||||||
| Granted | 400,000 | 0.10 | 450,000 | - | ||||||
| Exercised | - | - | - | - | ||||||
| Forfeited or cancelled | - | - | - | - | ||||||
| Outstanding at end of year | 1,050,000 | 0.10 | 650,000 | 0.10 | ||||||
| Exercisable | 1,050,000 | 0.10 | 650,000 | 0.10 | ||||||
Warrants
The following summarizes the stock purchase warrant transactions for the year ended December 31, 2010 and 2009.
| Number of | Weighted average | |||||
| warrants | exercise price | |||||
| # | $ | |||||
| Outstanding, December 31, 2008 (adjusted) | 122,143 | 7.00 | ||||
| Warrants issued | 2,730,000 | 0.20 | ||||
| Warrants issued | 1,000,000 | 0.10 | ||||
| Warrants forfeited/expired/cancelled | — | — | ||||
| Outstanding, December 31, 2009 | 3,852,143 | 0.39 | ||||
| Warrants issued | 375,000 | 0.20 | ||||
| Warrants issued | 200,000 | 0.12 | ||||
| Outstanding, December 31, 2010 | 4,427,143 | 0.36 |
8. RELATED PARTY TRANSACTIONS
Related party transactions are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties.
For the year ended December 31, 2010, the Company incurred consulting fees for three directors of the Company in the amount of $201,113 [2009 - $120,000]. Of this balance $195,113 remained unpaid as at December 31, 2010 and is included in accounts payable.
On August 31, 2009, the Company entered into a farm-out agreement with a corporation, controlled by the Chief Executive Officer of the Company. The Company was paid $45,000 by the corporation for its participation in the Belmont Lake PPF-12-4 well. On September 13, 2010, the Company agreed, as full and final settlement of the $45,000 to allot and issue to the corporation, controlled by the Chief Executive Officer of the Company, 375,000 restricted common shares at a deemed price of $0.12 per share. Also, for each $0.12 of the claim amount, and for each
41
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
8. RELATED PARTY TRANSACTIONS – cont’d
such share so issued, the Company agreed to issue one warrant to purchase a further share of the Company at a price of $0.20 per share for a term of two years.
9. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
| December 31, | December 31, | |||||
| 2010 | 2009 | |||||
| $ | $ | |||||
| Cash paid during the year: | ||||||
| Interest | 1,075 | — | ||||
| Income taxes | — | — | ||||
| Non-cash transactions: | ||||||
| Debt and accrued interest settled for shares | — | 210,000 | ||||
| Accrued Expenses [note 8] | 24,839 | — | ||||
| Oil and gas property acquisition. [note 8] | 20,161 | 2,515 |
10. CONTINGENCIES
Cheetah has agreed to pay to a Consultant a Consultant’s fee totaling $5,000 payable $500 monthly once Cheetah receives net revenue from the PPF-12-4 horizontal well. It is unknown at this time when drilling will start on the PPF12-4 horizontal well.
11. RECENT ACCOUNTING PRONOUNCEMENTS
The FASB established the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The codification has changed the manner in which U.S. GAAP guidance is referenced, but did not have an impact on our consolidated financial position, results of operations or cash flows.
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements.” This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Accounting Standards Codification (“ASC”) 820. ASU 2010-06 amends ASC
42
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
11. RECENT ACCOUNTING PRONOUNCEMENTS – cont’d
820 to now require: (1) a reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of existing disclosures. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted. The Company will comply with the additional disclosures required by this guidance upon its adoption in January 2010.
Also in January 2010, the FASB issued Accounting Standards Update No. 2010-03, “Extractive Activities—Oil and Gas—Oil and Gas Reserve Estimation and Disclosures.” This ASU amends the “Extractive Industries—Oil and Gas” Topic of the Codification to align the oil and gas reserve estimation and disclosure requirements in this Topic with the SEC’s Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” discussed below. The amendments are effective for annual reporting periods ending on or after December 31, 2009, and the adoption of these provisions on December 31, 2009 did not have a material impact on our consolidated financial statements.
SEC’s Final Rule on Oil and Gas Disclosure Requirements
On December 31, 2008, the Securities and Exchange Commission, referred to in this report as the SEC, issued Release No. 33-8995, “Modernization of Oil and Gas Reporting Requirements (Final Rule),” which revises the disclosures required by oil and gas companies. The SEC disclosure requirements for oil and gas companies have been updated to include expanded disclosure for oil and gas activities, and certain definitions have also been changed that will impact the determination of oil and gas reserve quantities. The provisions of this final rule are effective for registration statements filed on or after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009.
In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820) —Measuring Liabilities at Fair Value,” related to fair value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for an identical liability is not available, a reporting entity is required to measure fair value using one or more valuation techniques. This guidance is effective for the first reporting period beginning after issuance.
In June 2009, the FASB issued guidance under ASC 105, “Generally Accepted Accounting Principles.” This guidance established a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification. The Codification is the sole source for authoritative U.S. GAAP and supersedes all accounting standards in U.S. GAAP, except for those issued by the SEC. The guidance was effective for financial statements issued for reporting periods ending after September 15, 2009. The adoption had no impact on the Company’s financial position, cash flows or results of operations.
In May 2009, the FASB issued guidance under ASC 855 “Subsequent Events,” which sets forth: (1) the period after the balance sheet date during which management of reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the
43
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
11. RECENT ACCOUNTING PRONOUNCEMENTS – cont’d
disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The guidance was effective on a prospective basis for interim or annual financial periods ending after June 15, 2009.
In April 2009, the FASB updated its guidance under ASC 820, “Fair Value Measurements and Disclosures,” related to estimating fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying circumstances that indicate a transaction is not orderly. The guidance was effective for interim and annual reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance did not have any impact on the Company’s results of operations.
Also in April 2009, the FASB updated its guidance under ASC 825, “Financial Instruments,” which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also requires those disclosures in summarized financial information at interim reporting periods. The guidance was effective for interim reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009.
12. INCOME TAXES
The Company uses the liability method in accounting for income taxes. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The potential benefit of net operating loss carry forwards has not been recognized in the accompanying financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.
The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
| (000’s omitted) | ||||||
| Year Ended | Year Ended | |||||
| December 31, | December 31, | |||||
| 2010 | 2009 | |||||
| Loss before discontinued operations | $ | 260 | $ | 243 | ||
| Income tax rate | 35% | 35% | ||||
| Income tax recovery | 91 | 85 | ||||
| Permanent differences | (9 | ) | (28 | ) | ||
| Valuation allowance change | (82 | ) | (57 | ) | ||
| Deferred income tax (recovery) | — | — | ||||
44
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
12. INCOME TAXES – cont’d
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Future income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of future income tax assets and liabilities at December 31 are as follows:
| (000’s omitted) | ||||||
| Year Ended | Year Ended | |||||
| December 31, | December 31, | |||||
| 2010 | 2009 | |||||
| Net operating loss carryforwards | 2,796 | 2,714 | ||||
| Warrants | — | — | ||||
| Stock based compensation | — | — | ||||
| Other | 83 | 83 | ||||
| Total deferred tax assets | 2,879 | 2,797 | ||||
| Valuation allowance | (2,879 | ) | (2,797 | ) | ||
| Net deferred tax assets | — | — | ||||
| Deferred income tax (liability) | — | — | ||||
The Company has recognized a valuation allowance for the deferred tax assets for which it is more likely than not that the realization will not occur. The valuation allowance is reviewed periodically. When circumstance change and this causes a change in management's judgment about the realizeability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
The net operating loss carryforwards for income tax purposes are approximately $7,776,000 and will begin to expire in 2024.
Pursuant to Section 382 of the Internal Revenue Code, use of the Company’s net operating loss carryforwards may be limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three year period. Ownership changes could impact the Company’s ability to utilize net operating losses and credit carryforwards remaining at the ownership change date. The limitation will be determined by the fair market value of common stock outstanding prior to the ownership change, multiplied by the applicable federal rate. The Canadian non-capital loss carryforwards may also be limited by a change in Company ownership.
13. SUBSEQUENT EVENTS
On January 26, 2011 The Company agreed to do a private placement with its three (3) directors for fees due as at December 31, 2010 totaling $193,537 for 1,935,370 units at a unit price of $0.10 per unit. Each unit is comprised of one restricted common share and one warrant to purchase one additional share of common stock, exercisable until January 26, 2013. The exercise price of the warrants is $0.20.
The Company’s management has evaluated subsequent events through March 31, 2010, the date the financial statements were issued.
45
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
14. COMPARATIVE FIGURES
Certain comparative figures for 2010 have been reclassified to conform with the financial statement presentation adopted for 2009.
15. OIL AND GAS PROPERTIES
On May 31, 2010, Cheetah signed a settlement agreement with Enertopia Corp. (formerly Golden Aria Corp) for an assignment agreement that was entered into by the Company and Enertopia Corp on or about August 28, 2009, whereby Enertopia Corp. agreed to pay a fee of $45,000 to earn a 57.76% share of the Company’s 8% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi. The Company and Enertopia Corp. settled the existing assigned interest by making such assignment null and void, and issuing common shares and warrants of the Company in exchange for the $45,000 earlier received from Enertopia Corp. The shares were issued on September 13, 2010 to Enertopia Corp. The Company agreed to allot and issue to Enertopia Corp. 375,000 restricted shares in the capital of the Company at a deemed price of $0.12 per share for each $0.12 of the claim amount, and for a term of two years as full and final settlement of the $45,000.
On August 31, 2009 the Company entered into an assignment agreement with an individual for the purchase of a revenue interest of 75% in one-half of its investment in the proposed horizontal 12-4 well for $77,905.
During 2010 the individual assigned his interest in the proposed horizontal 12-4 well to a corporation.
Since there are doubts as to when or if the horizontal well 12-4 well will be drilled in any reasonable time period, the Company replaced and assigned the revenue interest of 75% of its 8% share of the PPF12-2, PPF12-4 and 37.5% of the Company 8% share of PPF 12-5 to the corporation. As consideration, the corporation has agreed to pay 100% of Cheetah’s costs subject to revision. This interest will revert back to the original owner once a 500% payout has been achieved.
On December 20, 2010 the Company entered into an assignment agreement with a corporation. The assignment agreement provided for the purchase of revenue interest of 4% share of the PPF 12-5 well recompletion and injection line expenses until such time the well achieves 500% revenue payout on the recompletion and injection line expenses. The 100% of Cheetah’s 4% costs currently is budgeted at $7,991.
The full cost pool is depleted using the unit-of-production method based on the estimated proved reserves. For the twelve-month period ended December 31, 2010 the Company has recorded $24,780 as depletion costs.
16. SUPPLEMENTAL INFORMATION ON OIL & GAS (Unaudited)
| Capitalized Costs Relating to Oil and Gas | |||
| Producing Activities at December 31, 2010 | |||
| Unproved oil and gas properties | |||
| Proved oil and gas properties | $ | 357,523 | |
| Less accumulated depreciation, depletion, | |||
| amortization, and impairment | (40,639 | ) | |
| Net capitalized costs | $ | 316,884 |
46
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
16. SUPPLEMENTAL INFORMATION ON OIL & GAS (Unaudited) – cont’d
| Costs incurred in Oil and Gas Producing Activities | |||
| for the Year Ended December 31, 2010 | |||
| Property acquisition costs | |||
| Proved | $ | – | |
| Unproved | – | ||
| Exploration costs | 103,807 | ||
| Development costs | 57,148 | ||
| Amortization rate per equivalent barrel of production | $ | 16.02 | |
| Results of Operations for Oil and Gas Producing | |||
| Activities for the Year Ended December 31, 2010 | |||
| Oil and gas sales | $ | 127,311 | |
| Gain on sale of oil and gas properties | – | ||
| Loss on expiration of oil and gas leases | – | ||
| Production costs | (50,878 | ) | |
| Depreciation, depletion and amortization | (24,444 | ) | |
| 51,989 | |||
| Income tax expense | – | ||
| Results of operations for oil and gas producing | |||
| activities (excluding corporate overhead and financing costs) | $ | 51,989 |
Reserve Information
The estimates of proved oil and gas reserves utilized in the preparation of the financial statements were prepared by independent petroleum engineers. Such estimates are in accordance with guidelines established by the SEC and the FASB. All of our reserves are located in the United States.
In 2009, the SEC issued its final rule on the modernization of oil and gas reporting, and the FASB adopted conforming changes to ASC Topic 932, “Extractive Industries”, to align the FASB’s reserves requirements with those of the SEC. The final rule is now in effect for companies with fiscal years ending on or after December 31, 2009.
As it affects our reserve estimates and disclosures, the final rule:
47
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
NOTE 16 – SUPPLEMENTAL OIL AND GAS INFORMATION (Unaudited) – cont’d
We emphasize that reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. In addition, a portion of our proved reserves are classified as proved developed nonproducing and proved undeveloped, which increases the imprecision inherent in estimating reserves which may ultimately be produced.
The following table sets forth estimated proved oil and gas reserves together with the changes therein for the year ended December 31, 2010:
| Oil | Gas | |||||
| (bbls) | (mcf) | |||||
| Proved developed and undeveloped reserves | ||||||
| Beginning of year | 16,620 | 6,660 | ||||
| Revisions of previous estimates | – | – | ||||
| Improved recovery | – | – | ||||
| Purchases of minerals in place | 17,436 | (6,660 | ) | |||
| Extensions and discoveries | – | – | ||||
| Production | (1,526 | ) | – | |||
| Sales | – | – | ||||
| End of Year | 32,530 | - | ||||
| Proved developed reserves | ||||||
| Beginning of year | 6,920 | 6,660 | ||||
| End of Year | 8,510 | – | ||||
| Standardized measure of Discounted Future | ||||||
| Net Cash Flows at December 31, 2010 | ||||||
| Future cash inflows | $ | 2,694,482 | ||||
| Future production costs | 635,779 | |||||
| Future development costs | 204,180 | |||||
| Future income tax expenses | – | |||||
| 1,854,523 | ||||||
| Future net cash flows | ||||||
| 10% annual discount for estimated | ||||||
| timing of cash flows | (327,048 | ) | ||||
| Standardized Measures of Discounted Future | ||||||
| Net Cash Flows Relating to Proved Oil and Gas Reserves | $ | 1,527,475 |
48
Cheetah Oil & Gas Ltd.
NOTES TO FINANCIAL STATEMENTS DEFICIENCY
(expressed in U.S. dollars)
December 31, 2010
NOTE 16 – SUPPLEMENTAL OIL AND GAS INFORMATION (Unaudited) – cont’d
| The following reconciles the change in the standardized measure of | ||||||
| discounted future net cash flow during 2010 and 2009 | 2010 | 2009 | ||||
| Beginning of year | $ | 624,618 | $ | – | ||
| Sales of oil and gas produced, net of production costs | (76,433 | ) | (37,207 | ) | ||
| Net changes in prices and production costs | 350,634 | – | ||||
| Extensions, discoveries, and improved recovery, less related costs | 996,338 | – | ||||
| Development costs incurred during the year which were previously estimated | 34,796 | – | ||||
| Net change in estimated future development costs | (204,181 | ) | – | |||
| Revisions of previous quantity estimates | – | |||||
| Net change from purchases and sales of minerals in place | – | 661,825 | ||||
| Accretion of discount | (198,297 | ) | – | |||
| Net change in income taxes | – | – | ||||
| Other | – | – | ||||
| End of year | $ | 1,527,475 | $ | 624,618 |
49
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.
Item 9A. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2010, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance’s with US generally accepted accounting principles.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2010, our internal control over financial reporting is effective. Our management reviewed the results of their assessment with our Board of Directors.
This annual report does not include an attestation report of our Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management’s report in this annual report.
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Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
All directors of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
| Name | Position Held with the Company | Age | Date First Elected or Appointed |
| Robert McAllister | Chief Executive Officer and Director | 50 | July 29, 2009 |
| Georgina Martin | Secretary, Treasurer, Chief Financial Officer and Director | 62 | March 5, 2004 |
| Donald James Findlay | President and Director | 59 | October 19, 2010 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
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Robert McAllister – Chief Executive Officer and Director
Mr. McAllister has been a corporate consultant since 2004. He has also provided and written business and investment articles from 1996 to 2006 in various North American publications. Mr. McAllister is a resource investment entrepreneur with over 20 years experience in resource sector evaluations and commodity cycle analysis.
Mr. McAllister is the president and a director of Enertopia Corporation.
Georgina Martin – Chief Financial Officer, Secretary, Treasurer and Director
Ms. Martin has been in the private sector for over 35 years starting in the insurance field and then soon changed for a brief period of time to work in public practice.
Ms. Martin took a position with Mutual Life Insurance as an underwriter assistant from 1965 to 1966. She then went to work for Regmil Industries as a bookkeeper until 1971. From 1971 to 1975, she worked as an assistant to the accountant for Westcoast Plywood. In 1975 Ms. Martin was hired by Bartell Bros. Construction as an accountant. From 1978 to 1988, she was employed by Brink Remanufacturing Industries Ltd. as a Comptroller, a lumber remanufacturing company specializing in added value timber products. Ms. Martin left Brink Remanufacturing Industries Ltd. in 1988 and joined the Jemi Group of Companies and holds the position of Comptroller/Chief Financial Officer to the present date, which is a group of private companies engaged in the logging and land development industry. Ms. Martin is also a director of KOKO Petroleum Inc., having been appointed on October 21, 2004.
In 1986 Ms. Martin obtained her designation as a Certified General Accountant with a focus on finance. In 1988 Ms. Martin and a business partner incorporated a private corporation. This served as a base towards her comptrollership of the many companies that followed over the next 16 years.
KOKO Petroleum Inc. is a company engaged in exploration and drilling for oil and natural gas in the State of Texas. We do not view the affiliation of Ms. Martin to KOKO Petroleum Inc. as creating any potential for conflicts of interest with our company.
Donald James Findlay – President and Director
Mr. Findlay received his MSc Geology from the University of Manitoba in 1978 and has nearly 30 yrs of experience in Western Canada. Over the past 20 years Mr. Findlay has worked on plays from extending known oil pools to the development of regional plays and new concepts. In 2005 he completed a regional Bakken study in Saskatchewan Canada which led to the successful drilling of a Bakken well in 2005.
Mr. Findlay is experienced in all aspects of oil & gas exploration from mapping programs, log interpretation, drill stem testing, seismic and integrating engineering data into geologic models.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
52
2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
| i. |
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity | |
| ii. |
Engaging in any type of business practice; or | |
| iii. |
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
| i. |
Any Federal or State securities or commodities law or regulation; or | |
| ii. |
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or | |
| iii. |
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
53
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2010, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:
| Name | Number of Late Reports | Number of Transactions Not Reported on a Timely Basis | Failure to File Required Forms |
| Donald J. Findlay | 1(1) | 1 | N/A |
| 1. |
The executive officer, director or holder of 10% or more of our common stock filed a late Form 4 – Statement of Changes in Beneficial Ownership of Securities. |
Code of Ethics
Effective April 6, 2005, our company’s Board of Directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s President, Chief Executive Officer and Chief Financial Officer (being our principal executive officer, principal financial officer and principal accounting officer) and Secretary, as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| 2. |
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
| 3. |
compliance with applicable governmental laws, rules and regulations; |
| 4. |
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
| 5. |
accountability for adherence to the Code of Business Conduct and Ethics. |
Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.
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Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission on April 8, 2005 as Exhibit 14.1 to our annual report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Cheetah Oil & Gas Ltd., 17 Victoria Road, Nanaimo, British Columbia, Canada V9R 4N9.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended December 31, 2010. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
For the year ended December 31, 2010 our only standing committee of the board of directors was our audit committee.
Nomination Process
As of December 31, 2010, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our Company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our Company at the address on the cover of this annual report.
Audit Committee
Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
During fiscal 2010, aside from quarterly review teleconferences, there were no meetings held by this committee. The business of the audit committee was conducted though these teleconferences and by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.
Audit Committee Financial Expert
Our board of directors has determined that it does have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
Item 11. Executive Compensation
The particulars of the compensation paid to the following persons:
| (a) |
our principal executive officer; | |
| (b) |
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2010 and 2009; and |
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| (c) |
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2010 and 2009, |
who we will collectively refer to as the named executive officers of our Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
| Name and Principal
Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards
($) |
Option Awards
($) |
Non-Equity Incentive
Plan Compensation ($) |
Change in Pension Value and
Nonqualified Deferred Compensation Earnings
($) |
All Other
Compensation ($) |
Total ($) |
| Robert McAllister(1) President, Chief Executive Officer and Director | 2010 2009 |
60,000 60,000 |
Nil Nil |
Nil Nil |
Nil 14,667 |
Nil Nil |
Nil Nil |
Nil Nil |
60,000 74,667 |
| Georgina Martin(2) Chief Financial Officer, Secretary, Treasurer and Director | 2010 2009 |
60,000 60,000 |
Nil Nil |
Nil Nil |
4,000 13,000 |
Nil Nil |
Nil Nil |
Nil Nil |
64,000 73,000 |
| Donald J. Findlay(3) President | 2010 2009 |
81,113 N/A |
Nil N/A |
Nil N/A |
12,000 N/A |
Nil N/A |
Nil N/A |
Nil N/A |
93,113 N/A |
| (1) |
Mr. McAllister was appointed as President, Chief Executive Officer and director of our company on July 29, 2008. Mr. McAllister resigned as President on May 14, 2010. |
| (2) |
Ms. Martin became our Secretary, Treasurer and a director of our company on March 5, 2004 and was appointed as our Chief Financial Officer on July 29, 2008. |
| (3) |
Mr. Findlay was appointed President of our company on May 14, 2010. |
On July 31, 2008, we entered into a consulting agreement with Robert McAllister, our chief executive officer and director. We pay remuneration for his services at US$5,000 per month beginning August 1, 2008, together with any such increments thereto as the Board of Directors of our company determine after six months from signing. We also agreed to grant a stock option package of two hundred options (200,000) exercisable at 15 cents per share and valid for five (5 yrs), vesting at 50,000 upon signing of the agreement; 50,000 – 90 days after signing the agreement; and 100,000 – 180 days after signing the agreement.
On December 14, 2010, we entered into a consulting agreement with Donald Findlay, our president. We pay remuneration for his services at US$1,500 per month. As further compensation, the Company agrees to pay the Consultant, within ten (10) days of the Company receiving since Nov 15th 2010 private placement funds raised through the Consultant at the rate of 3% on the first $250,000, 4% up to $500,000, 5% up to $750,000 and 6% on any amount over $ $751,000. Also, upon the Company receiving a producing property with net production to the Company in excess of 25 barrels of oil per day and/or a property that comes with bank financing through the Consultant, he will be paid a 3% commission on a completed transaction. Yearly commissions are based on the calendar year – January 1st to December 31st.
2010 Grants of Plan-Based Awards
The following table provides information about equity and non-equity awards granted to the named executives in 2010
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| GRANTS OF PLAN-BASED AWARDS | |||||||||||
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of
Shares of Stocks or Units (#) |
All Other Option Awards: Number of
Securities Underlying Options (#) |
Exercise or Base Price of Option
Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards | ||||
| Threshold ($) |
Target ($) |
Maximum ($) |
Threshold ($) |
Target ($) |
Maximum ($) | ||||||
| Georgina Martin Chief Financial Officer, Secretary, Treasurer and Director |
May 14 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | 100,000 | $0.10 | Nil |
| Don Findlay President and Director |
May 14 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | 300,000 | $0.10 | Nil |
Outstanding Equity Awards at Fiscal Year End
The particulars of unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers are set out in the following table:
| Options Awards | Stock Awards | ||||||||
Name |
Number of Securities
Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised
Options (#) Unexercisable |
Equity Incentive
Plan Awards: Number of Securities
Underlying Unexercised Unearned
Options (#) |
Option Exercise
Price ($) |
Option Expiration
Date |
Number of
Shares or Units of Stock That
Have Not Vested (#) |
Market Value
of Shares or Units of Stock
That Have Not Vested ($) |
Equity Incentive
Plan Awards: Number of Unearned Shares,
Units or Other Rights That Have Not
Vested (#) |
Equity Incentive
Plan Awards: Market or Payout Value
of Unearned Shares, Units or
Other Rights That Have Not Vested
($) |
| Georgina Martin Chief Financial Officer, Secretary, Treasurer and Director |
100,000 | Nil | Nil | $0.10 | 2015 | Nil | Nil | Nil | Nil |
| Donald J. Findlay, president and Director |
300,000 | Nil | Nil | $0.10 | 2015 | Nil | Nil | Nil | Nil |
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Option Exercises
During our Fiscal year ended December 31, 2010, there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
The following table sets forth a summary of the compensation paid to our non-employee directors in 2010:
| DIRECTOR COMPENSATION | |||||||
Name |
Fees Earned or Paid in Cash
($) |
Stock Awards ($) |
Option Awards (#) |
Non-Equity Incentive Plan
Compensation ($) |
Change in Pension Value and
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
| Donald James Findlay | Nil | Nil | 300,000 | Nil | Nil | Nil | Nil |
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of March 30, 2011, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class(1) |
| Georgina Martin(2) Box 172, Station A Nanaimo, BC V9R 5K9 |
504,725 | 3.77% |
| Robert McAllister(3) 483 Holbrook Rd E. Kelowna, BC V1X 7H9 |
2,912,243 | 20.74% |
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| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class(1) |
| Donald James Findlay(3) #2700 500 4th Avenue SW Calgary, Alberta T2P 2V6 |
2,670,750 | 18.32% |
| Directors and Executive Officers as a Group(1) | 6,087,718 Common Shares | 42.84% |
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 30, 2011. As of March 30, 2011, there were 13,039,000 shares of our Company’s common stock issued and outstanding. |
| (2) |
Mr. McAllister holds 300,000 stock options, 1,912,243 shares and 700,000 warrants |
| (3) |
Ms. Martin holds 350,000 stock options and 154,727 common shares |
| (4) |
Mr. Findlay holds 400,000 stock options, 1,135,375 common shares and 1,135,375 warrants |
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2010, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Director Independence
We currently act with three (3) directors, consisting of Robert McAllister, Georgina Martin and Donald James Findlay. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
Our board of directors has determined that it does not have a member of its audit committee who qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
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Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2010 and for fiscal year ended December 31, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year Ended | ||
| December 31, 2010 $ |
December 31, 2009 $ | |
| Audit Fees | 36,000 | 31,555 |
| Audit Related Fees | Nil | Nil |
| Tax Fees | Nil | Nil |
| All Other Fees | 9,325 | 15,887 |
| Total | 45,325 | 47,442 |
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
PART IV
Item 15. Exhibits, Financial Statement Schedules
| (a) |
Financial Statements | |
| (1) |
Financial statements for our company are listed in the index under Item 8 of this document | |
| (2) |
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. | |
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| (b) | Exhibits |
| Exhibit Number | Description |
| (3) | (i) Articles of Incorporation; and (ii) Bylaws |
| 3.1 |
Articles of Incorporation (incorporated by reference from our Form 10-SB filed on August 2, 1999) |
| 3.2 |
Certificate of Amendment (incorporated by reference from our Form 10-SB filed on August 2, 1999) |
| 3.3 |
Certificate of Amendment dated February 19, 2004 (incorporated by reference from our Registration Statement on Form SB-2/A filed on August 15, 2005) |
| 3.4 |
Certificate of Amendment dated May 25, 2004 (incorporated by reference from our Registration Statement on Form SB-2/A filed on August 15, 2005) |
| 3.5 |
Bylaws (incorporated by reference from our Form 10-SB filed on August 2, 1999) |
| 3.6 |
Certificate of Change(incorporated by reference from our Current Report on Form 8-K filed on August 19, 2010) |
| 3.7 |
Certificate of Correction (incorporated by reference from our Current Report on Form 8-K filed on August 19, 2010) |
| (10) | Material Contracts |
| 10.1 |
Loan Agreement dated March 12, 2008 with Invicta Oil & Gas Ltd. (incorporated by reference from our Current Report on Form 8-K filed on March 20, 2008) |
| 10.2 |
Mutual Release (incorporated by reference from our Current Report on Form 8-K filed on July 15, 2008) |
| 10.3 |
Share Purchase Agreement dated November 25, 2008 (incorporated by reference from our Current Report on Form 8-K filed on December 4, 2008) |
| 10.4 |
Assignment Agreement dated August 28, 2009 with Golden Aria Corp. (incorporated by reference from our Current Report on Form 8-K filed on August 4, 2009) |
| 10.5 |
Assignment Agreement dated August 28, 2009 with David DeMartini (incorporated by reference from our Current Report on Form 8-K filed on August 4, 2009) |
| 10.6 |
Partial Release and Acknowledgement Agreement dated August 29, 2009 with Sage Investments Ltd. incorporated by reference from our Current Report on Form 8-K filed on September 4, 2009) |
| 10.7 |
Debt Settlement and Subscription Agreement with Michael D. Jenks dated October 17, 2009 (incorporated by reference from our Current Report on Form 8-K filed on December 30, 2009) |
| 10.8 |
Debt Settlement and Subscription Agreement with Sage Investments Ltd. dated October 17, 2009 (incorporated by reference from our Current Report on Form 8-K filed on December 30, 2009) |
| 10.9 |
Form of Settlement Agreement dated May 31, 2010 (incorporated by reference from our Current Report on Form 8-K filed on September 17, 2010) |
| 10.10 |
Asset Pledge Agreement dated September 13, 2010 between our company and Cornelius O'Connell (incorporated by reference from our Current Report on Form 8-K filed on September 17, 2010) |
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| Exhibit Number | Description |
| 10.11 | Form of Demand Promissory Note (incorporated by reference from our Current Report on Form 8-K filed on September 17, 2010) |
| (14) | Code of Ethics |
| 14.1 | Code of Business Conduct and Ethics (incorporated by reference from our Form 10-KSB filed on April 8, 2005) |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications |
| 31.1* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of Robert McAllister |
| 31.2* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of Georgina Martin |
| (32) | Section 1350 Certifications |
| 32.1* | Section 906 Certification under Sarbanes-Oxley Act of 2002 of Robert McAllister |
| 32.2* | Section 906 Certification under Sarbanes-Oxley Act of 2002 of Georgina Martin |
* Filed herewith.
62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| CHEETAH OIL & GAS LTD. | |
| (Registrant) | |
| Dated: March 31, 2011 | /s/ Robert McAllister |
| Robert McAllister | |
| Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
| Dated: March 31, 2011 | /s/ Georgina Martin |
| Georgina Martin | |
| Chief Financial Officer and Director | |
| (Principal Financial Officer and Principal | |
| Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: March 31, 2011 | /s/ Robert McAllister |
| Robert McAllister | |
| Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
| Dated: March 31, 2011 | /s/ Georgina Martin |
| Georgina Martin | |
| Chief Financial Officer and Director | |
| (Principal Financial Officer and Principal | |
| Accounting Officer) | |
| Dated: March 31, 2011 | /s/ Donald James Findlay |
| Donald James Findlay | |
| President and Director |
63
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert McAllister, certify that:
| 1. |
I have reviewed this Annual Report on Form 10-K of Cheetah Oil & Gas Ltd.; |
|
| 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. |
The registrant's other certifying officer(s) and I are 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. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
| a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
| b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
Date: March 31, 2011
/s/ Robert McAllister
Robert McAllister
Chief Executive Officer and Director
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Georgina Martin, certify that:
| 1. |
I have reviewed this Annual Report on Form 10-K of Cheetah Oil & Gas Ltd.; |
|
| 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. |
The registrant's other certifying officer(s) and I are 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. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
| a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
| b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
Date: March 31, 2011
/s/ Georgina Martin
Georgina Martin
Chief Financial Officer, Secretary, Treasurer and Director
(Principal Financial Officer and
Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert McAllister, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) |
the Annual Report on Form 10-K of Cheetah Oil & Gas Ltd. for the year ended December 31, 2010 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cheetah Oil & Gas Ltd. |
Dated: March 31, 2011
| /s/ Robert McAllister Robert McAllister Chief Executive Officer and Director (Principal Executive Officer) Cheetah Oil & Gas Ltd. |
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 Cheetah Oil & Gas Ltd. and will be retained by Cheetah Oil & Gas Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Georgina Martin, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) |
the Annual Report on Form 10-K of Cheetah Oil & Gas Ltd. for the year ended December 31, 2010 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cheetah Oil & Gas Ltd. |
Dated: March 31, 2011
| /s/ Georgina Martin Georgina Martin Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) Cheetah Oil & Gas Ltd. |
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 Cheetah Oil & Gas Ltd. and will be retained by Cheetah Oil & Gas Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.