CNBX 10-Q Quarterly Report May 31, 2010 | Alphaminr
Cannabics Pharmaceuticals Inc.

CNBX 10-Q Quarter ended May 31, 2010

CANNABICS PHARMACEUTICALS INC.
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10-Q 1 tegc_10q31may10.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file # 333-106291 THRUST ENERGY CORP. (Exact Name of Registrant as Specified in its Charter) NEVADA (State or other jurisdiction of incorporation or organization) 20-3373669 (I.R.S. Employer Identification number) 1440-3044 BLOOR STREET WEST, TORONTO, ON M8X 2Y8 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (647) 628-5375 Securities registered under Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.0001 PAR VALUE Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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 ] As of July 13, 2010, the Issuer had 13,603,950 shares of its Common Stock outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
THRUST ENERGY CORP. (An Exploration Stage Company) Balance Sheets May 31, 2010 (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) --------------------------------------------------------------------------------------- May 31 August 31 2010 2009 --------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ - $ 177,741 Other receivable (Note 3) 118,483 - --------------------------------------------------------------------------------------- TOTAL ASSETS $ 118,483 $ 177,741 ======================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) LIABILITIES CURRENT LIABILITIES Due to a related party $ 31,688 $ - Accounts payable and accrued liabilities 1,941 2,791 --------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 33,629 2,791 --------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY (DEFICIENCY) PREFERRED STOCK 5,000,000 preferred shares at a par value of $0.0001 per share Issued and outstanding: None - - COMMON STOCK 100,000,000 common shares at a par value of $0.0001 per share Issued and outstanding: 13,603,950 common shares 860 860 ADDITIONAL PAID-IN CAPITAL 361,493 361,493 (DEFICIT) ACCUMULATED DURING THE EXPLORATION STAGE (277,499) (187,403) --------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) 84,854 (174,950) --------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 118,483 $ 177,741 =======================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Stockholders' Equity For the period from September 15, 2004 (inception) to May 31, 2010 (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------------------------------ Deficit accumulated Total Additional Share during stockholders' Preferred Stock Common Stock paid-in subscriptions exploration equity Shares Amount Shares Amount capital received stage (deficiency) ------------------------------------------------------------------------------------------------------------------------------------ Issuance of common stock for cash July 5, 2005, $0.00005 per share - $ - 10,000,000 $ 500 $ - $ - $ - $ 500 Imputed interest from a shareholder - - - - 21 - - 21 Loss and comprehensive loss for the period - - - - - - (1,800) (1,800) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2005 - - 10,000,000 500 21 - (1,800) (1,279) ------------------------------------------------------------------------------------------------------------------------------------ Share subscription received - - - - - 165,000 - 165,000 Imputed interest from a shareholder - - - - 750 - - 750 Loss and comprehensive loss for the year - - - - - - (20,021) (20,021) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2006 - - 10,000,000 500 771 165,000 (21,821) 144,450 ------------------------------------------------------------------------------------------------------------------------------------ Share subscription received - - 3,603,950 360 360,035 (165,000) - 195,395 Imputed interest from a shareholder - - - - 687 - - 687 Loss and comprehensive loss for the year - - - - - - (23,203) (23,203) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2007 - - 13,603,950 860 361,493 - (45,024) 317,329 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the year - - - - - - (27,458) (27,458) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2008 - - 13,603,950 860 361,493 - (72,482) 289,871 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the year - - - - - - (114,921) (114,921) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2009 - - 13,603,950 860 361,493 - (187,403) 174,950 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the period - - - - - - (90,096) (90,096) ------------------------------------------------------------------------------------------------------------------------------------ Balance, May 31, 2010 - $ - 13,603,950 $ 860 $ 361,493 $ - $ (277,499) $ 84,854 ====================================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Operations and Comprehensive Loss (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ----------------------------------------------------------------------------------------------------------------------------- Cumulative from September 15, 2004 Nine months ended Three months ended (inception) to May 31 May 31 May 31 May 31 May 31, 2010 2010 2009 2010 2009 ----------------------------------------------------------------------------------------------------------------------------- EXPENSES Accounting fees $ 40,773 $ 8,450 $ 6,806 $ 1,681 $ 663 Amortization 2,153 - - - - Bank charges 377 51 44 - 6 Filing fees 2,171 - - - - Business development 105,227 - - - - Interest 1,458 - - - - Leases 3,547 - - - - Legal 28,225 14,995 - - - Office 7,349 735 267 325 - Transfer agent 7,037 578 587 155 203 Write-off of oil & gas property 73,895 60,000 - 60,000 - ----------------------------------------------------------------------------------------------------------------------------- OPERATING LOSS 272,212 84,809 7,704 62,161 872 ----------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (LOSS) Foreign exchange loss (5,287) (5,287) - (5,287) - ----------------------------------------------------------------------------------------------------------------------------- NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (277,499) $ (90,096) $ (7,704) $ (67,448) $ (872) ============================================================================================================================= BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.00) $ (0.00) $ (0.00) ============================================================================================================================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - basic and diluted 13,603,950 13,603,950 13,603,950 13,603,950 =============================================================================================================================
The accompanying notes are an integral part of these financial statements
THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Cash Flows (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------- Cumulative from September 15, 2004 Nine months ended (inception) to May 31 May 31 May 31, 2010 2010 2009 ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net loss for the period $ (277,499) $ (90,096) $ (7,704) Adjustments for items not involving cash: - amortization 2,153 - - - imputed interest 1,458 - - - write-off of oil & gas property 60,000 60,000 - - foreign exchange loss 5,287 5,287 - Changes in operating assets and liabilities - increase in due to a related party 31,688 31,688 - - increase (decrease) in accounts payable and accrued liabilities 1,941 (850) (81) ------------------------------------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (174,972) 6,029 (7,785) ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Purchase equipment (2,153) - - Purchase gas well option (183,770) (183,770) - ------------------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (185,923) (183,770) - ------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from issuance of common stock 360,895 - - ------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - (177,741) (7,785) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 177,741 291,562 ------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ - $ 283,777 =============================================================================================================
The accompanying notes are an integral part of these financial statements NOTE 1 - NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS Thrust Energy Corp. is engaged in the exploration, exploitation, development and production of oil and gas projects within North America. We incorporated in the state of Nevada on September 15, 2004. Our principal office is in Toronto, Ontario, Canada. Our fiscal year end is August 31. These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that we will be able to realize our assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred operating losses since inception and further losses are anticipated in the development of our business. As of May 31, 2010, we have limited financial resources and require additional financing to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate profitable mineral properties, generate revenue from our planned business operations, and control exploration cost. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Management plans to fund its future operation by obtaining additional financing and commencing commercial production. However, there is no assurance that we will be able to obtain additional financing from investors or private lenders. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents We consider all highly liquid investments and debt instruments purchased with maturity of three months or less to be cash equivalents. At May 31, 2010, we had no cash equivalents. Use of Estimates Accounting principles generally accepted in the United States of America require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk We place our cash and cash equivalents with high credit quality financial institutions in uninsured accounts. Fair Value of Financial Instruments The carrying amount of our financial instruments, which includes due to related party and accounts payable and accrued liabilities, approximate their fair value due to the short period to maturity of these instruments. Revenue Recognition We record revenue when title passes, delivery occurs to our customers and the customer assumes the risks and rewards of ownership, when the price is fixed and determinable, and when collectability is reasonably assured. Income Tax We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets when we consider realization of such assets to be less likely than not. Net Loss per Common Share We have adopted ASC 260, Earnings Per Share. ASC 260 requires the reporting of basic and diluted earnings/loss per share. We calculate basic loss per share by dividing net loss by the weighted average number of outstanding common shares during the period. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Comprehensive Loss We apply ASC 220, Comprehensive Income. ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement. For the period ended May 31, 2010 our only component of comprehensive income or loss was the net loss reported in the operations statement. Foreign Currency Translation We maintain our accounting records in U.S. Dollars. At the transaction date, each asset, liability, revenue and expense involves foreign currencies is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities involving foreign currencies are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. Our currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce our potential exposure to foreign currency risk. Oil and Gas Activity We follow the successful-efforts method of accounting for oil and gas property. Under this method of accounting, we capitalize all property acquisition cost and cost of exploratory and development wells when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, we charge to expense the cost of drilling the well. We include exploratory dry hole cost in cash flow from investing activities within the cash flow statement. We capitalize the cost of development wells whether productive or nonproductive. We expense as incurred geological and geophysical cost and the cost of carrying and retaining unproved property. We will provide depletion, depreciation and amortization (DD&A) of capitalized cost of proved oil and gas property on a field-by-field basis using the units-of-production method based upon proved reserves. In computing DD&A we will take into consideration restoration, dismantlement and abandonment cost and the anticipated proceeds from equipment salvage. When applicable, we will apply the provisions of ASC 410, Asset Retirement and Environmental Obligations, which provides guidance on accounting for dismantlement and abandonment cost. We review our long-lived assets for impairment when events or changes in circumstances indicate that an impairment may have occurred. In the impairment test we compare the expected undiscounted future net revenue on a field-by-field basis with the related net capitalized cost at the end of each period. Should the net capitalized cost exceed the undiscounted future net revenue of a property, we will write down the cost of the property to fair value, which we will determine using discounted future net revenue. We will provide an impairment allowance on a property-by-property basis when we determine that the unproved property will not be developed. Stock-Based Compensation The Company adopted ASC 718, Compensation - Stock-Based Compensation, 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. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. We did not grant any stock options during the period ended May 31, 2010. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements and Newly Adopted Accounting Policies In June 2009, the FASB issued a standard that established the FASB Accounting Standards Codification ("ASC") which mended hierarchy of generally accepted accounting principles ("GAAP") such that the ASC became the single source of authoritative nongovernmental US GAAP. The ASC did not change current US GAAP, but was intended to simplify user access to all authoritative US GAAP by providing all the authoritative literature related to a particular topic in one place. All previously existing accounting standard documents were superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates. The ASC was effective for the Company on September 1, 2009. This standard did not have an impact on our financial statements. In December 2007, FASB issued ASC 850 (prior authoritative literature: SFAS No. 141(R), Business Combinations) and ASC 810-10-65 (prior authoritative literature: SFAS No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51). These new standards will significantly change the accounting for and reporting of business combinations and non-controlling (minority) interests in consolidated financial statements. ASC 805 and ASC 810-10-65 are required to be adopted simultaneously and are effective for the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company has adopted these new pronouncements on September 1, 2009. The adoption of ASC850 and ASC 810-10-65 did not have a material impact on the Company's financial position or results of operations. In March 2008, FASB issued ASC 815-10 (prior authoritative literature: SFAS 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133). ASC 815-10 requires enhanced disclosures about an entity's derivative and hedging activities. ASC 815-10 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. The Company adopted ASC 815-10 on September 1, 2009. The adoption of this ASC did not have a material impact on the Company's financial position or results of operations. In April 2008, the FASB issued FSP FAS No. 142-3, Determination of the Useful Life of Intangible Assets , as codified in ASC subtopic 350-30, Intangibles - Goodwill and Other: General Intangibles Other than Goodwill (ASC 350-30) and ASC topic 275, Risks and Uncertainties (ASC 275), which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets , as codified in ASC topic 350, Intangibles Goodwill and Other (ASC 350). ASC 350-30 requires an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset, and is an attempt to improve consistency between the useful life of a recognized intangible asset under ASC 350 and the period of expected cash flows used to measure the fair value of the asset under ASC 805, Business Combinations. The Company adopted ASC 350-30 on September 1, 2009. The adoption of ASC 350-30 did not have a material impact on the Company's financial position or results of operations. In May 2008, FASB issued ASC 470, Debt. ASC 470 specifies that issuers of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. We have adopted ASC 470 on September 1, 2009, and this standard was applied on a retrospective basis. The adoption of this statement did not have a material effect on the Company's financial statements. In April, 2009, the FASB issued ASC subtopic 820-10 (formerly Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly). ASC 820-10 provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This ASC subtopic also includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of ASC 820-10 will not have a material impact on the Company's financial statements. In April, 2009, the FASB issued ASC 820-10-50 (formerly Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments) that expands to interim periods the existing annual requirement to disclose the fair value of financial instruments that are not reflected on the balance sheet at fair value. The new guidance could potentially require additional disclosures in interim periods after the Company's fiscal year ending 2010. Adoption of this FSP will not have a material impact on the Company's financial statements. On April 1, 2009, the FASB issued ASC 320-10-65 (formerly Staff Position No. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments). ASC 320-10-65 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. ASC 320-10-65 does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Company adopted ASC 320-10-65 on September 1, 2009. The adoption of this FSP did not have a material impact on the Company's financial statements. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements and Newly Adopted Accounting Policies (continued) In June 2009, the FASB issued ASC 860, Transfers and Servicing. ASC 860 requires more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a "qualifying special-purpose entity," changes the requirements for derecognizing financial assets, and requires additional disclosures. It also enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets and an entity's continuing involvement in transferred financial assets. ASC 860 is effective for fiscal years beginning after November 15, 2009. In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers' disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for 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. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its consolidated financial statements. In February 2010, The FASB issued ASU 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 amends Topic 855 to exclude SEC reporting entities from the requirement to disclose the date on which subsequent events have been evaluated. In addition, it modifies the requirement to disclose the date on which subsequent events have been evaluated in reissued financial statements to apply only to such statements that have been restated to correct an error or to apply U.S. GAAP retrospectively. The amendments are generally effective immediately, but with respect to the requirement that conduit obligors evaluate subsequent events through the date the financial statements are issued, the effective date is for interim or annual periods ending after June 15, 2010. The Company has adopted ASU 2010-09 with no material impact on the consolidated financial statements. Other accounting pronouncements that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company's financial statements upon adoption or do not apply to its operations. NOTE 3 - WRITE-OFF OF GAS WELL OPTION On November 25, 2009, the Company obtained an assignment of a conditional right to acquire a working interest in certain natural gas properties located in Alberta (the "Prospect") from the well operator (an independent third party), which was subject to the Company providing up to $1,000,000 in financing for the completion of wells located on the Prospect. As consideration for the conditional right, the Company paid a total of $160,000 upon execution of the agreement, and were to issue 75 million common shares and 5 million preferred shares upon receiving a 4.9% working interest in wells to be completed on the Prospect. On January 22, 2010, the well operator informed the Company that it was in default of its obligations. As part of its settlement negotiations with the well operator, the Company agreed to pay a further $100,000 CAD to the operator in respect of the Prospect. The Company paid a total of $25,000 CAD ($23,770) to the operator on February 8, 2010, but was unable to make any further payments. The payment to the operator was financed by a director of the Company. The Company is actively pursuing recovery of its cash investment in the Prospect. The well operator is obligated to return $100,000 CAD to the Company by January 6, 2011. An additional $25,000 CAD is payable to the Company on demand without interest. No working interest or any other interest in the Prospect has been granted to the Company, and the Company is not pursuing the grant of any such interest related to the Prospect. As a result, a total of $60,000 in costs relating to the acquisition of conditional rights to acquire an interest in the Prospect has been written off and expensed by the Company. NOTE 4 - PREFERRED AND COMMON STOCK We have 5,000,000 shares of preferred stock authorized and none issued. We have 100,000,000 shares of common stock authorized. All shares of stock are non-assessable and non-cumulative, with no preemptive rights. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES We are an exploration stage oil and gas company that has not begun operations. We plan to acquire undivided working interests in small exploration properties and non-operating interests in both producing and exploration projects throughout the United States and Canada. We do not presently own or have any interest in any oil or natural gas properties. We have not earned any revenue since the date of our inception. Our capital has been obtained via the issuance of common stock and shareholder loans. We do not presently have sufficient working capital to satisfy our cash requirements for the next twelve months of operations. Our director has undertaken to provide such financing as may be required to maintain nominal operations. We will require additional financing to pursue our business plan. We expect to obtain such financing through the issuance of debt instruments and the sale of our stock, but we cannot give any assurance that we will be able to obtain additional funding on commercially acceptable terms when it is required. If we fail to obtain the funding when it is needed, we may be required to forego or delay potentially valuable opportunities to acquire oil and gas interests, or we may default on future anticipated funding commitments to third parties and forfeit or dilute our rights in future anticipated oil and gas interests, or we may be required to cease operation altogether. We do not have any plans or contingencies in the event that we cease operating. On April 19, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement (Commission File No. 333-130922) effective. Our offering commenced on the effective date and terminated on October 18, 2006. We sold 3,603,950 shares through the offering at a price of $0.10 per share, for gross proceeds of $362,395. On November 25, 2009, we obtained an assignment of the conditional right to acquire a working interest in certain natural gas properties located in Alberta (the "Prospect") from the well operator (an independent third party), which was subject to Thrust providing up to $1,000,000 in financing for the completion of wells located on the Prospect. As consideration for the conditional right, we paid a total of $160,000 upon execution of the agreement, and were to issue 75 million common shares and 5 million preferred shares upon receiving a 4.9% working interest in wells to be completed on the Prospect. On January 22, 2010, the well operator informed us that we were in default of our contractual obligations. As part of our settlement negotiations with the well operator, we agreed to pay a further $100,000 CAD to the operator in respect of the Prospect. We paid a total of $25,000 CAD ($23,770) to the operator on February 8, 2010, but were unable to make any further payments. The payment to the operator was financed by a director of the Company. We are actively pursuing recovery of our cash investment in the Prospect. The well operator is obligated to return $100,000 CAD to the Company by January 6, 2011. An additional $25,000 CAD is payable to us on demand without interest. No working interest or any other interest in the Prospect has been granted to Thrust Energy, and we are not pursuing the grant of any such interest related to the Prospect. As a result, we have written off and expensed a total of $60,000 in costs relating to the acquisition of conditional rights to acquire an interest in the Prospect. As of May 31, 2010, we had total assets of $118,483 comprised entirely of other receivable from the operator of the Prospect. This reflects a decrease of the value of our total assets from $177,741 on August 31, 2009, due to the write-off of costs relating to the acquisition of conditional rights to acquire an interest in the Prospect. Working capital was reduced, as at May 31, 2010, to an amount of $84,854, as compared to $174,950 on August 31, 2009. As of May 31, 2010, our total liabilities increased to $33,629 from $2,791 as of August 31, 2009. The increase was primarily due to a cash loan from our director. We do not expect to purchase or sell any significant equipment nor do we expect any significant changes in the number of our employees. RESULTS OF OPERATIONS (i) We posted an operating loss of $67,448 for the quarter ending May 31, 2010, primarily related to the write-off of costs relating to the acquisition of conditional rights to acquire natural gas interests. This was an increase from the operating loss of $872 for the quarter ended May 31, 2009. The operating loss for nine months ending May 31, 2010 was $90,096, compared to the operating loss of $7,704 for nine months ended May 31, 2009. The increase primarily related to the professional costs related to the Prospect and the write-off of costs relating to the acquisition of conditional rights to acquire natural gas interests. ITEM 4. CONTROLS AND PROCEDURES As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being May 31, 2010. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are not effective. There have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure. (vi) PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material legal proceedings and to its knowledge, no such proceedings are threatened or contemplated. ITEM 6. EXHIBITS EXHIBIT DESCRIPTION 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THRUST ENERGY CORP. Date: July 13, 2010 /s/ Thomas Mills Thomas E. Mills President, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer
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