10-Q 1 v357486_10q.htm FORM 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

 

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 31, 2013

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to

 

Commission file number 000-53520

 

DISCOVERY ENERGY CORP.

f/k/a "Santos Resource Corp."

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada 98-0507846
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

One Riverway Drive, Suite 1700, Houston, Texas 77056

(Address of principal executive offices)

 

713-840-6495

(Registrant’s telephone number

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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
(Do not check if smaller reporting company)      

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 138,295,500 common shares as of October 16, 2013

 

 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

Discovery Energy Corp.

(an Exploration stage company)

Balance Sheets

(Unaudited)

  

   August 31,   February 28, 
   2013   2013 
Assets          
Current Assets          
Cash  $5,903   $430,007 
Prepaid expenses   5,253    26,041 
Total Current Assets   11,156    456,048 
Oil and gas property – unproved (successful efforts method)   2,421,415    2,421,415 
Total Assets  $2,432,571   $2,877,463 
           
Liabilities and Stockholders’ Equity          
           
Accounts payable and accrued liabilities  $39,404   $22,144 
Accounts payable- related party   60,000    104,601 
Other liabilities   24,282    7,212 
           
Promissory notes   525,000    650,000 
Total Current Liabilities   648,686    783,957 
           
Stockholders' Equity          
Preferred stock- 10,000,000 shares authorized, zero issued and outstanding   -    - 
Common stock - 500,000,000 shares authorized, $0.001 par value –138,295,500 shares issued and outstanding as of August 31, 2013 and February 28, 2013   138,296    138,296 
Additional paid in capital   3,288,383    3,288,383 
Accumulated other comprehensive income (loss)   2,806    - 
Deficit accumulated during the exploration stage   (1,645,600)   (1,333,173)
Total Stockholders' Equity   1,783,885    2,093,506 
Total Liabilities and Stockholders' Equity  $2,432,571   $2,877,463 

 

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

 

2
 

 

Discovery Energy Corp.

(an Exploration stage company)

Statements of Expenses and Other Comprehensive Income (Loss)

(Unaudited)

 

                   Cumulative 
   Three   Three   Six   Six   From Inception 
   Months Ended   Months Ended   Months Ended   Months Ended   (May 24,
2006) To
 
   August 31,   August 31,   August 31,   August 31,   August 31, 
   2013   2012   2013   2012   2013 
Expenses                    
General and administrative  $22,711   $10,232   $47,618   $32,470   $198,057 
Exploration costs   39,950    123,080    75,114    170,592    432,363 
Professional fees   36,748    69,931    105,167    133,723    693,801 
Rent   2,735    1,104    5,898    3,170    15,296 
Travel   22,664    980    70,088    4,143    289,316 
Total expenses   124,808    205,327    303,885    344,098    1,628,833 
                          
Other Income                         
Gain on debt for settlement of accounts payable   -    -    -    -    (17,980)
Interest expense   4,316    -    8,870    -    28,347 
Miscellaneous income   (119)   (6,730)   (160)   (7,973)   11 
Foreign exchange loss (gain)   (35)   250    (168)   250    6,389 
                          
Other (income) expenses   4,162    (6,480)   8,542    (7,723)   16,767 
                          
Net loss  $(128,970)  $(198,847)  $(312,427)  $(336,375)  $(1,645,600)
                          
Comprehensive loss                         
Net loss   (128,970)   (198,847)   (312,427)   (336,375)   (1,645,600)
Foreign currency translation adjustments   2,806    -    2,806    -    2,806 
Total comprehensive loss  $(126,164)  $(198,847)  $(309,621)  $(336,375)  $(1,642,794)
                          
Net loss per share – basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.01)     
Weighted average number of shares outstanding- basic and diluted  138,295,500   62,448,500   138,295,500    62,228,283      

 

The accompanying notes are an integral part of these unaudited interim fnancial statements.

 

3
 

 

Discovery Energy Corp.

(an Exploration stage company)

Statements of Cash Flows

(Unaudited)

 

           Cumulative from 
           Inception 
   Six Months Ended   Six Months Ended   May 24, 2006 to 
   August 31, 2013   August 31, 2012   August 31, 2013 
             
Cash flows used in operating activities               
Net loss  $(312,427)  $(336,375)  $(1,645,600)
Adjustments to reconcile net loss to net cash used in operating activities               
Shares issued for property acquisition   -    -    11,250 
Amortization of debt discount        -    11,765 
Gain on debt for shares issued for settlement of accounts payable   -    -    (17,980)
Unrealized foreign exchange loss (gain)   -    250    3,717 
Services provided by founders in exchange for shares   -    -    15,520 
Interest on convertible note   -    -    500 
Changes in assets and liabilities:               
Prepaid expenses   20,788    (4,842)   (5,253)
Accounts receivable   -    2,821    - 
Accounts payable and accrued liabilities   (10,271)   97,713    171,767 
Net cash used in operating activities   (301,910)   (240,433)   (1,454,314)
                
Cash flows from investing activities               
Acquisition of oil and gas property   -    (250,000)   (988,415)
Net cash flows used in investing activities        (250,000)   (988,415)
                
Cash flows from financing activities               
Subscription proceeds   -    -    10,000 
Proceeds from notes payable-related party   -    -    25,000 
Repayments on promissory notes   (125,000)   -    (125,000)
Common stock issued   -    198,750    2,458,496 
Private placement fees   -    -    (4,713)
Repayments on shareholder advances   -    (50,000)   (65,000)
Advances from shareholders   -    -    149,061 
Net cash flows from financing activities   (125,000)   148,750    2,447,844 
                
Foreign exchange effect on cash   2,806    (250)   788 
                
Change in cash during the period   (424,104)   (341,933)   5,903 
                
Cash beginning of the period   430,007    504,742    - 
                
Cash end of the period  $5,903   $162,809   $5,903 
                
Supplemental disclosures:               
Interest paid in the period  $-   $-   $- 
Income taxes paid in the period  $-   $-   $- 
                
Noncash investing and financing activities:               
Promissory  notes issued for O&G property  $-   $-   $650,000 
Shares issued for conversion of note             110,556 
Discount on convertible note  $-   $-   $11,765 
                
Shares issued for settlement of accounts payable  $-   $-   $29,400 
Shares issued for O&G property  $    $-   $783,000 

  

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

 

4
 

 

Discovery Energy Corp.

f/k/a Santos Resource Corp.

(an Exploration stage company)

Notes to the Unaudited Financial Statements

 

1.Nature of Operations and Basis of Presentation

 

Discovery Energy Corp. (the "Company") was incorporated in Nevada on May 24, 2006 under the name “Santos Resource Corp.” The Company is an Exploration Stage Company. The Company's principal business is the proposed exploration and development of the 584,651 gross acres (the “Prospect”) in the State of South Australia covered by Petroleum Exploration License (PEL) 512. The Prospect involves a 100% working interest in the preceding acreage, which overlies portions of the Cooper and Eromanga basins. The Company has not presently determined whether the Prospect contains any crude oil and natural gas reserves that are economically recoverable. While the Company’s present focus is on the Prospect, the Company may consider the acquisition of other attractive oil and gas properties under the right circumstances. On May 7, 2012, the Company changed its name to Discovery Energy Corp.

 

In May 2012, the Company incorporated a wholly-owned Australian subsidiary, Discovery Energy SA Ltd. for purposes of acquiring the Prospect.

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s February 28, 2013 Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end February 28, 2013, as reported on Form 10-K, have been omitted.

 

2.Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity or debt financing to continue operations, the successful development of the Prospect or one or more alternative oil and gas properties, and the attainment of profitable operations. As of August 31, 2013, the Company has not generated any revenues and has an accumulated loss of $1,645,600 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

5
 

 

During October 2012, the Company entered into a services agreement with Chrystal Capital Partners LLP (“Chrystal”), a corporate finance firm based in London regulated by the British Financial Services Authority. Chrystal has agreed to assist the Company in connections with its efforts to complete a major capital raising transaction of up to US$20.0 million. The term of the Engagement Agreement was initially for two months, and it continued on a month-to-month basis. The Company and Chrystal recently modified their agreements so that Chrystal is not expected to introduce to the Company any further potential investors or joint venture partners, and the Company will no longer pay a monthly fee to Chrystal. Notwithstanding these modifications, Chrystal will be entitled to success fees for any transaction completed within 18 months commencing May 1, 2013 with any prospect previously presented by Chrystal.

 

3.Related Party Transactions

 

During January 2012, the Company entered into an assignment agreement (the “Assignment”) with Keith D. Spickelmier, who is now (but was not then) the Company’s Chairman of the Board. The transactions provided for by the Assignment were fully consummated in the Company’s third quarter 2013. Because Mr. Spickelmier is now the Company’s Chairman of the Board, the Company regards the consummation of the the transactions provided for by the Assignment as related party transactions. Moreover, because certain transactions between Mr. Spickelmier and other members of the Company’s management required the Company to issue certain Company shares to these other members instead of Mr. Spickelmier, the Company regards these share issuances to be related party transactions with those members for purposes of this footnote.

 

On September 12, 2011, Mr. Spickelmier entered into an agreement (the “Liberty Agreement”) with Liberty Petroleum Corporation (“Liberty”) granting to Mr. Spickelmier an exclusive right to negotiate an option to acquire the Petroleum Exploration License (PEL) 512 (the “License”) regarding the Prospect. Per the terms of the Liberty Agreement, Mr. Spickelmier paid to Liberty a $50,000 initial deposit. In anticipation of the assignment of the Liberty Agreement to the Company, the Company paid to Liberty (a) an additional $100,000 deposit to extend the exclusive right provided for by the Liberty Agreement, and (b) an additional $200,000 deposit to modify certain terms of the Liberty Agreement, including the further extension of the exclusive right. The preceding amounts are part of the $800,000 that the Company is required to pay to Liberty, which includes the promissory notes discussed in footnote 4 below. Subsequent to the assignment to the Company of the Liberty Agreement and pursuant to its terms, the Company and Liberty reached the agreements whereby the Company would take the direct issuance of the License in place of Liberty. The purchase price for the assignment of Mr. Spickelmier's rights in the Liberty Agreement is as follows:

 

*$50,000 in cash - This amount was paid during the quarter ended May 31, 2012 to reimburse for this amount paid by Mr. Spickelmier to Liberty.
*$100,000 in cash - This amount was paid after the issuance of the License, and after the Company and Mr. Spickelmier decided not to defer its payment.
*Twenty million shares of the Company’s common shares valued at $180,000 – These shares were issued upon the assignment of the Liberty Agreement in fiscal 2012.
*Fifty-five million shares of the Company’s common shares valued at $495,000– These shares became due to Mr. Spickelmier after the issuance of the License. Mr. Spickelmier assigned to other members of the Company’s management his right to receive certain of these shares. As a result, these shares were issued to the following persons in the denominations indicated:

 

Name of Recipient of
Shares
  Position with Company  Number of Shares Received 
Keith Spickelmier  Chairman of the Board   30,000,000 
Keith McKenzie  Director & CEO   16,700,000 
William E. Begley Jr.  Director & CFO   7,500,000 
Mark S. Thompson  Corporate Secretary   800,000 

  

As of August 31, 2013, $60,000 is due to directors of the Company for expenses paid on behalf of the Company. This amount is unsecured, non-interest bearing, and due on demand.

 

6
 

 

4.Notes Payable

 

Two promissory notes were issued on October 26, 2012 to Liberty upon delivery of the License with aggregate principal amount of $650,000. The original terms of the note were:

 

(i)One note in the original principal amount of $500,000 was originally due on April 26, 2013.

 

(ii)          The other note in the original principal amount of $150,000 was originally due on July 26, 2013.

 

(iii)Both notes bore interest at a floating rate equal to the one month term LIBOR rate, plus an additional 3%.

 

On March 7, 2013, in consideration of a partial payment of the outstanding principal on the $500,000 Liberty Note in the amount of $100,000, the Company and Liberty agreed to amend the $500,000 Note so that the remaining outstanding principal amounting to $400,000 and accrued interest became due and payable on June 12, 2013.

 

On June 4, 2013, in consideration of a partial payment of the outstanding principal of $400,000 on the $500,000 Liberty Note in the amount of $25,000, the Company and Liberty agreed to amend the $500,000 Note so that the remaining outstanding principal amounting to $375,000 and accrued interest will become due and payable on July 1, 2013. On July 1, 2013, by mutual agreement of the parties, the due date of the the $500,000 Liberty note was extended to July 26, 2013.

 

On July 26, 2013, the Company and Liberty agreed to amend both the $500,000 and $150,000 Liberty Notes so that the remaining outstanding principal on and accrued interest on each of the Notes will become due and payable on the earlier to occur of (a) the completion of a private placement of the Company’s common stock or (b) August 26, 2013.

   

On August 26, 2013, the Company and Liberty agreed to amend each of the Notes so that the remaining outstanding principal on and accrued interest on each of the Notes will become due and payable on September 26, 2013.

  

5.Subsequent Events

 

On September 26, 2013, the two Liberty notes totaling with a total remaining balance of $525,000 were amended wherein the notes were consolidated including accrued interest to date into one note with a balance of $542,294. The maturity date was extended to December 10, 2013 (the “Initial Due Date”); provided, however, that if the Company makes prepayments in the aggregate amount of $250,000 prior to the Initial Due Date, then the due date for the remainder of the principal amount of and accrued interest on the consolidation note shall be extended until February 3, 2014. The note bears interest at a floating rate equal to the one-month term LIBOR rate, plus an additional 3%.

 

On September 26, 2013, the Company entered into two unsecured corporate demand notes with two related parties, William Begley and Keith Spickelmier. Each note was in the amount of $7,500, and repayment can be demanded, with 5-days notice, at any time after the passage of 20 business days from the date of the note. If no demand is made on a note, the note become due and payable in full on its first annual anniversary. The notes are non-interest bearing.

 

7
 

 

Item 2. Management’s Discussion and Analysis.

 

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our 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 such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

 

General

 

Our company, Discovery Energy Corp., f/k/a "Santos Resource Corp.," was incorporated under the laws of the state of Nevada on May 24, 2006. Our current business plan is to explore for and produce oil and gas from a tract of land (the "Prospect") covered by Petroleum Exploration License (PEL) 512 (the "License") in the State of South Australia. We adopted this business plan near the end of our fiscal 2012, after having previously abandoned our initial business plan involving mining claims in Quebec, Canada and after we had been dormant from a business perspective for a period of time. In connection with the adoption of our current business plan, we had a change in control of our company, a change in our management, a change in our corporate name, and a change of our status from a “shell” company, as that term is defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934.

 

During our fiscal 2013, we made significant strides in our new business plan, as the License was formally granted to us after the satisfaction of a number of significant preconditions to the grant. To further our new business plan, we are currently involved in efforts to complete a major capital raising transaction or to procure a major joint venture partner. The achievement of either of these goals (or some combination of the two) would likely enable us to start the development of the Prospect in a meaningful way. We have no assurance that we will be successful in achieving either of the preceding goals.

 

In the remainder of this Report, Australian dollar amounts are prefaced by "AU$" while United States dollar amounts are prefaced simply by "$" or (when used in close proximity to Australian dollar amounts) by "US$." When United States dollar amounts are given as equivalents of Australian dollar amounts, such United States dollar amounts are approximations only and not exact figures. During the past year, that exchange rate has varied from a low of AU$1.00/US$0.9449 to a high of AU$1.00/US$1.1225.

 

Plan of Operation

 

General

 

We intend to engage primarily in the exploration and development of oil and gas on the Prospect in an effort to develop oil and gas reserves. Our principal products will be crude oil and natural gas. Our development strategy will be directed in the multi-pay target areas of South Australia, with principal focus on the prolific Cooper/Eromanga Basin, towards initiating and rapidly expanding production rates and proving up significant reserves primarily through exploratory drilling. Our mission will be to generate superior returns for our stockholders by working with industry partners, suppliers and the community to build a focused exploration and production company with strong development assets in the oil and gas sector.

 

8
 

 

In the right circumstances, we might assume the entire risk of the drilling and development of the Prospect. More likely, we will determine that the drilling and development of the Prospect can be more effectively pursued by inviting industry participants to share the risk and the reward of the Prospect by financing some or all of the costs of seismic surveying and drilling wells. Such arrangements are frequently referred to as "farm-outs." In such cases, we may retain a carried working interest or a reversionary interest, and we may be required to finance all or a portion of our proportional interest in the Prospect. Although this approach will reduce our potential return should the drilling operations prove successful, it will also reduce our risk and financial commitment to a particular prospect. Prospective participants regarding possible "farm-out" arrangements have already approached us.

 

There can be no assurance that we will be successful in our exploratory and production activities. The oil and gas business involves numerous risks, the principal ones of which are listed in our 2013 Annual Report on Form 10-K in "Item 1A. Risk Factors -RISKS RELATING TO OUR INDUSTRY - PARTICIPANTS IN THE OIL AND GAS INDUSTRY ARE SUBJECT TO NUMEROUS RISKS." As we become more involved in the oil and gas exploration and production business, we will give more detail information regarding these risks.

 

Although our primary focus is on the development of the Prospect, we have received information about, and have had discussion regarding possible acquisition of or participation in, other oil or gas opportunities. None of these discussions has led to any agreement in principle. Nevertheless, given an attractive opportunity and our ability to consummate the same, we could acquire or participate in one or more other crude oil and natural gas projects.

 

Proposed Initial Activities

 

We have just begun the initial phase of our plan of operation. To date we have not commenced any drilling or other field activities on the Prospect, and thus we do not have any estimates of oil and gas reserves. Consequently we have not reported any reserve estimates to any governmental authority. We cannot assure anyone that we will find commercially producible amounts of oil and gas. Moreover, at the present time, we cannot finance the initial phase of our plan of operation solely through our own current resources. Therefore, we have undertaken certain financing activities described in "Liquidity and Capital Resources" below. The success of the initial phase of our plan of operation depends upon our ability to obtain additional capital to acquire seismic data with respect to the Prospect, and to drill exploratory and developmental wells. We cannot assure anyone that we will obtain the necessary capital.

 

The License is subject to a five-year work commitment, which involves the following:

 

*Year 1 –Conduct geological and geophysical studies including interpretation of existing seismic data. In management’s view, the geotechnical work already completed is sufficient to satisfy this requirement, and we plan on filing with the South Australian government to obtain its approval in this regard.
*Year 2 - Conduct a new 2D seismic survey totaling at least 250 kilometers (approximately 155 miles). We plan to seek approval to substitute our planned 3D survey discussed below for this requirement.
*Year 3 - Acquire new 3D seismic data totaling at least 400 square kilometers (approximately 155 square miles) and drill two wells
*Year 4 - Drill five wells
*Year 5 - Drill five wells

 

The prices of the equipment and services that we must employ to fulfill the work commitment vary based on both local and international demand for such products by others involved in exploration for and production of oil and gas. Recent high worldwide energy prices have resulted in growing demand, which lends support to higher prices being charged by suppliers. Therefore, we have no assurance that the steps in the work plan can be accomplished at current or lower costs.

 

Based on our research and technical analysis to date, we believe that the License work plan can be justified. The initial phase of our plan of operation involves (among other things) conducting a 3D seismic survey of 130 square kilometers (approximately 50 sq. miles) and drilling of at least two exploration wells. This activity will, in our view, meet the near-term work requirements under the License. Subject to the availability of funds plus proper equipment and personnel, management feels that US$25.0 million or more can be productively invested within the first three years. Not only is this program contingent on our procurement of sufficient funds, it is subject to governmental approval to vary the work commitment already in place.

 

9
 

 

We intend to seek a joint venture partner who or which might act as the operator of our wells. If we are unsuccessful in procuring such a partner, we will engage the services of a third party once we have identified a proposed drilling site. Management foresees no problem in procuring the services of one or more qualified operators and drillers in connection with the initial phase of our plan of operation, although a considerable increase in drilling activities in the area of our property could make difficult (and perhaps expensive) the procurement of operating and drilling services. In all cases, the operator will be responsible for all regulatory compliance regarding the well, including any necessary permitting for the well. In addition to regulatory compliance, the operator will be responsible for hiring the drilling contractor, geologist and petroleum engineer to make final decisions relative to the zones to be targeted, well design, and bore-hole drilling and logging. Should the well be successful, the operator would thereafter be responsible for completing the well, installing production facilities and interconnecting with gathering or transmission pipelines if economically appropriate.

 

The operator will be the caretaker of the well once production has commenced. Additionally, the operator will formulate and deliver to all interest owners an operating agreement establishing each participant's rights and obligations in that particular well based on the location of the well and the ownership. The operator will also be responsible for paying bills related to the well, billing working interest owners for their proportionate expenses in drilling and completing the well, and selling the production from the well. Unless each interest owner sells its production separately, the operator will collect sale proceeds from oil and gas purchasers, and, once a division order has been established and confirmed by the interest owners, the operator will issue the checks to each interest owner in accordance with its appropriate interest. The operator will not perform these functions when each interest owner sells its production separately, in which case the interest owners will undertake these activities separately. After production commences on a well, the operator also will be responsible for maintaining the well and the wellhead site during the entire term of the production or until such time as the operator has been replaced.

 

The principal oil, natural gas and gas liquids transportation hub for the region of South Australia surrounding the Prospect is located in the vicinity of Moomba. This processing and transportation center is approximately 60 km (36 miles) due east of the Prospect's eastern boundary. Large diameter pipelines deliver oil and gas liquids from Moomba south to Port Bonython (Whyalla). Natural gas is also moved south to Adelaide or east to Sydney. A gas transmission pipeline also connects Moomba to Ballera, which is located northeastward in the State of Queensland. From Ballera gas can be moved to Brisbane and Gladstone, where a Liquefied Natural Gas (LNG) project is under development. The Moomba treating and transportation facilities and the southward pipelines were developed and are operated by a producer consortium led by Santos Limited (no relation to us).

 

We cannot accurately predict the costs of transporting any production that we realize until the drill site for any well is selected. The cost of installing infrastructure to deliver our production to Moomba or elsewhere will vary depending upon distance traversed, negotiated handling/treating fees, and pipeline tariffs.

 

Results of Operations

 

General

 

Financial results for the quarter ended August 31, 2013 reflect our continued technical evaluation of the License and ongoing efforts to raise capital from investors and/or to procure joint venture partners. This work began in earnest during the quarter ended May 31, 2012 after we changed our business focus in January 2012. This change in focus resulted in an elevated level of business activity and a corresponding increase in expenses.

 

10
 

 

Our results of operation for the three- and six-months month periods ended August 31, 2013 and 2012 are summarized in the table below:

  

   Three months
Ended
   Three months
Ended
   Six months
Ended
   Six months
Ended
 
   August 31, 2013   August 31, 2012   August 31, 2013   August 31, 2012 
                 
Revenue  $0   $0   $0   $0 
Operating Expenses  $124,808   $205,327   $303,885   $344,098 
Other (income)/expenses  $4,162   $(6,480)  $8,542   $(7,723)
Net Loss  $(128,970)  $(198,847)  $(312,427)  $(336,375)

 

Our operating expenses for the three-month periods ended August 31, 2013 and 2012 are outlined in the table below:

 

   Three months
Ended
   Three months
Ended
   Six months
Ended
   Six months
Ended
 
   August 31, 2013   August 31, 2012   August 31, 2013   August 31, 2012 
                 
General and Administrative  $22,711   $10,232   $47,618   $32,470 
Exploration Costs  $39,950   $123,080   $75,114   $170,592 
Professional Fees  $36,748   $69,931   $105,167   $133,723 
Rent  $2,735   $1,104   $5,898   $3,170 
Travel  $22,664   $980   $70,088   $4,143 
Total Operating Expenses  $124,808   $205,327   $303,885   $344,098 

 

Results of Operations for the Three-Month Periods Ended August 31, 2013 and 2012

 

Revenues. We did not earn any revenues for either the quarter ended August 31, 2013 or the similar period in 2012. We do not anticipate earning revenues until such time as we have entered into commercial production of oil and natural gas. We are presently in the exploration stage of our business, and we can provide no assurance that we will discover commercially exploitable levels of hydrocarbons on our properties, or if such resources are discovered, that we will enter the commercial production.

 

Expenses. The quarter ended August 31, 2013 was the fifth fiscal quarter since we repurposed our business to oil and gas exploration, and the third since we were granted an oil and gas exploration license in South Australian (PEL512) (the “License”). Going forward, the comparisons of operating results will reflect a similar business purpose from period to period. The total operating expenses incurred during the quarter ended August 31, 2013 were notably lower than those incurred during the similar period in 2012. As discussed below, the net decrease of approximately $80,000 is attributable to lower Exploration Costs, with increases in Travel and General and Administrative expenses being offset by lower Professional Fees.

 

The reported decline of about $83,000 in exploration costs during the quarter ended August 31, 2013 compared to the similar period in 2012 is mostly attributable to payments made in August 2012 to outside parties for 3D seismic reprocessing and independent resource assessment of the Prospect. Similar expenditures were not required during the quarter ended August 31, 2013. Payments to our ongoing geotechnical service providers were also somewhat lower during the quarter ended August 31, 2013 because support rendered to the reprocessing and resource assessment projects was not required. Exploration activity during the quarter ended August 31, 2013 focused on interpretation of reprocessed 3D seismic, acquisition and analysis of 3D seismic covering productive acreage immediately adjacent to the Prospect, and the acquisition, processing and analysis of electronic well file data from this same area.

 

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Professional fees for the quarter ended August 31, 2013 were lower by approximately $33,000 compared to the same period in 2012. All of this improvement reflects lower legal fees paid both in the US and Australia. During the quarter ended August 31, 2012, considerable legal work performed in conjunction with finalizing the Native Title Agreement required for the issuance of the License and the restructuring of PEL512 acquisition arrangement with Liberty Petroleum Corporation to allow that License to be issued directly to us. Lower legal fees in the quarter ended August 31, 2013 were somewhat offset with professional fee payments made by our Australian subsidiary. This entity incurred few costs prior to the License being issued to it in October of 2012. During the past quarter ended August 31, 2013, the subsidiary was required to address certain operational issues initiated by adjacent operators that impacted parts of the License area.

 

Travel expenses dramatically increased during the quarter ended August 31, 2013. This reflects the costs associated with our ongoing efforts to raise capital both inside and outside of North America. Also included in the quarter ended August 31, 2013 are some expenses associated with Australian meetings with potential joint venture and farm-in partners that occurred very near the end of May 2013.

 

General and administrative expenses were higher by about $12,500 during the quarter ended August 31, 2013 compared to the same period last fiscal year. The increase primarily reflects costs associated with insurance and administration of our Australian subsidiary. There were no expenses associated with either of these items for the quarter ended August 31, 2012.

 

Net loss. Our net loss for the quarter ended August 31, 2013 decreased by approximately $70,000 as compared to the similar period in 2012. While various operating cost components moved up or down, as discussed above, the net decline in the loss can be attributed to lower exploration expenditures during the period ended August 31, 2013. On a per share basis, our losses for both the three-month periods ended August 31, 2013 and August 31, 2012 were less than $0.01

 

Results of Operations for the Six-Month Periods Ended August 31, 2013 and 2012

 

Revenues. We did not earn any revenues for either the six months ended August 31, 2013 or the similar period in 2012. We do not anticipate earning revenues until such time as we have entered into commercial production of oil and natural gas. We are presently in the exploration stage of our business, and we can provide no assurance that we will discover commercially exploitable levels of hydrocarbons on our properties, or if such resources are discovered, that we will enter the commercial production.

 

Expenses. The total operating expenses incurred during the six months ended August 31, 2013 were about 12% lower than those incurred in the comparable period ended August 31, 2012. Broadly, this reduction reflects lower exploration and legal costs that were partially offset by higher travel and administrative expenses.

 

As noted above, major exploration expenditures for seismic reprocessing and resource analysis made in the first six-month period ended August 31, 2012 were not replicated during the six-month period ended August 31, 3013. Legal expenses were lower during the six-month period ended August 31, 2013 because the work associated with acquiring the License occurred during the six-month period ended August 31, 2012. Professional fees paid by our Australian subsidiary during the six-month period ended August 31, 2013 offset to some extent lower legal expenditures. The costs of administering the Australian subsidiary and premiums for insurance contributed to the increase in General and Administrative expenditure during the six-month period ended August 31, 2013. The substantial increase in Travel expenses during the six-month period ended August 31, 2013 compared to the similar period in 2012 reflects the international effort to raise capital for our exploration and development program.

 

Net loss. Our net loss for the six months ended August 31, 2013 decreased by approximately 7% as compared to the similar period in 2012. This primarily reflects the net reduction in total operating costs. On a per share basis, our loss was less than $0.01 for the six month period ended August 31, 2013 compared to the six month period ended August 31, 2012 when the per share loss was $0.01.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

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Liquidity and Capital Requirements

 

Financing History and Immediate, Short-Term Capital Needs

 

Since the change in our corporate direction in January 2012, we have financed our business primarily through private placements of common stock. During this fiscal year ended February 28, 2013, we completed three rounds of financing in which we raised total "seed" capital in the amount of $2,308,750 resulting in the issuance of 18,470,00 shares of our common stock. At the end of the current reporting period, June to August 2013, we drew $8,200 in funds against the Company’s bank credit card . From time to time, short term funds have been advanced by our officers and directors. At the end of September 2013, we received loans totalling $15,000 from two directors. These advances are evidienced by demand notes, which are non-interest bearing. Since we changed our business focus in January 2012, we entered into a related party loan transaction one other time, and this loan was subsequently converted in shares of our common stock.

 

As of August 31, 2013, we had cash in the approximate amount of $6,000, and we had a working capital deficit of $637,530. As of October 11, 2013, we had the US dollar equivalent of approximately $1,700 of cash on hand, This amount of cash represents our lowest amount of available cash since we changed our business focus in January 2012. The bulk of the current working capital deficit is associated with two promissory notes totaling $525,000 in outstanding principal made payable to Liberty Petroleum Corporation (“Liberty”). The two original notes were consolidated into a single note as of September 26, 2013. The new note’s balance due is $542,294 which reflects the sum of the outstanding balances and accrued interest amounts of the two old notes, at the time of consolidation. The new note is due on December 10, 2013 (the “Initial Due Date”); provided, however, that if we make prepayments in the aggregate amount of $250,000 prior to the Initial Due Date, then the due date for the remainder of the principal amount of and accrued interest on the new note shall be extended until February 3, 2014.

 

Given the amount of cash on hand, we anticipate the need to raise an estimated $700,000 of additional funds by December 31, 2013 for operating expenses and to retire the Liberty notes. We intend to try to do this by common stock private placements. or through short-term loans. We have no assurances that we will be successful in raising required additional funds. If we are unsuccessful in raising required additional funds in the immediate future, we will need (among other things) to seek a further extension of the Liberty note. While Liberty has accommodated us in the past in this regard, we have no assurance that it would accommodate us again. Our failure to raise required additional funds or obtain an extnsion of the Liberty notes in the immediate future could have adverse consequences for us, including our inability to continue our new business plan, which could result in a complete loss of stockholders' equity.

 

Long-Term Capital Needs

 

The five-year work commitment relating to the License imposes certain financial obligations on us. Our exploration work this year meets or exceeds the first year work requirement under the License, in management’s view. However, we will need to obtain additional financing above that discussed above before we can fully implement our current plan of operation. This includes monies to meet the second-year work commitment with respect to the License, which begins late in October 2013. Moreover, we expect to need a substantial amount of funds to develop the Prospect. In addition to the preceding, we will need working capital to satisfy our general and adminstrative expenses.

 

Between January 2014 and the end of October 2014, we estimate that at least US$6.3 million of additional capital will be required to continue operations and satisfy our year-two obligations in connection with the maintenance of the License. This amount will be needed before we are able to commence production on the Prospect. Accordingly, this amount must be raised. Moreover, this amount would not allow us to develop the Prospect in any meaningful way.

 

Beyond the second License year, we have developed a work plan for the Prospect that is expected to include additional 3D seismic surveying, new 2D seismic surveying and exploratory drilling. Assuming availability of funding, timely governmental approvals, and access to proper equipment and trained personnel, we feel that a total of about US$25.0 million of outside capital can be productively invested across the Prospect during the next two years.

 

13
 

 

If we are successful with the early wells, we will continue with a full development plan, the scope of which is now uncertain but will be based on technical analysis of acquired seismic data collected and/or reprocessed, field drilling reports and well log reports. However, all of the preceding plans are subject to the availability of sufficient funding and the procurement of all governmental approvals. We do not now have sufficient available funds to undertake these tasks, and will need to procure a joint venture partner or raise additional funds as described above. The failure to procure a joint venture partner or raise additional funds will preclude us from pursuing our business plan, as well as exposing us to the loss of the License, as discussed immediately above. Moreover, if our business plan proceeds as just described, but our first wells do not prove to hold producible reserves, we could be forced to cease our exploration efforts on the Prospect.

 

Major Financing Efforts and Other Sources of Capital

 

During October 2012, we engaged the services of a corporate finance firm based in London regulated by the British Financial Services Authority. This firm assisted us in connections with our efforts to complete a major capital raising transaction by introducing us to a number of potential investors and joint venture partners. In May 2013, we and this firm modified our agreements so that this firm is not expected to introduce us to any further potential investors or joint venture partners, and we will no longer pay a monthly fee to it. However, we may have future discussions with potential investors and joint venture partners introduced to us by this firm.

 

After the modification of our engagement with the London-based corporate finance firm described above, our major capital raising efforts began focusing on a transaction with Global Energy International Inc. (“Global”), with which we entered into a letter of intent dated May 28, 2013 (the "Letter of Intent"). Although the Letter of Intent is generally non-binding, it contained certain agreements that we regarded as material and definitive. Specifically, the Letter of Intent contained a binding agreement on our part to afford to Global the exclusive right to consider making a major investment in us in consideration of a payment that Global agreed to make to us. The Letter of Intent was amended several times, ultimately giving Global the preceding exclusive right until August 31, 2013 in consideration of a contractual US$7.0 million payment that Global had already acknowledged that it owed to us by virtue of previous earlier exclusive rights given by us. Global has failed to make timely the US$7.0 million payment. Accordingly, we believe that we no longer owe any obligations to Global with respect to any exclusive right. While we may have future discussions with Global, we have shifted our capital raising emphasis in the manner described in the following paragraph. We are currently evaluating our plans with regard to the delinquent US$7.0 million payment. However, we have no assurance that we will be able to collect all or any portion of this amount, and the anticipated costs in pursuing it (in view of the likelihood of a recovery) may not justify such a pursuit.

 

Our capital strategy for the past year or so has been to try to engage in a single major capital raising transaction to provide sufficient funds to satisfy our capital needs for a number of years to come. While we are not completely abandoning this strategy, we are shifting our emphasis in an effort to try to engage in one or more smaller capital raising transactions to provide sufficient funds to satisfy our capital needs through August 2014. We are engaged in discussions regarding smaller financings at this time, but we have not reach an agreement in principle, much less a definitive agreement, in this regard. We have no assurance that we will be successful in obtaining required funds.

 

In addition to smaller, equity placements for short-term needs and a major capital raising transaction for long-term needs, we expect to have available other sources of capital. For example, one source of funding under investigation is the sale of a portion of our interest in the Prospect to a joint venture partner for a cash payment and/or a work commitment. We have had preliminary discussions with several companies to become joint venture partners. To obtain the maximum combination of cash and work commitment in connection with the sale of an interest in the Prospect, we have conducted extensive geological and geophysical work, including the reporcessing existing 3D seismic data relating to a portion of the Prospect, and we may seek to add further value by completing a 3D seismic survey over other portions of the Prospect. We have no assurance that we will secure a joint venture partner. It is unlikely that a joint venture arrangement will help with our immediate cash needs, but (if secured) one would help with our longer-term cash needs.

 

14
 

 

Production from successful exploration and drilling efforts would provide us with cash flow. The proven reserves associated with production would increase the value of our rights in the Prospect. This, in turn, should enable us to obtain bank financing (after the wells have produced for a period of time to satisfy the related lender). Both of these results would enable us to continue with our development activities. Cash flow is a critical factor to our plan of operation in the long run. Management believes that, if our plan of operation progresses (and production is realized) as planned, sufficient cash flow and debt financing will be available for purposes of properly pursuing our plan of operation, although we can make no assurances in this regard.

 

Finally, to conserve on our cash requirements, we may try to satisfy our obligations by issuing shares of our common stock, which will result in dilution to our existing stockholders.

 

Consequences of a Financing Failure

 

The amount of cash on hand, the pending maturity of the Liberty notes, and the need to raise additional capital of at least US$7.0 million by the end of October 2014 to continue operations and satisfy our year-two obligations have all heightend our need to raise a significant amount of additional capital in the near future. If required financing is not available on acceptable terms, we could be prevented from satisfying our debt obligations or developing the Prospect. In such event, we would be forced to seek a futher extension of the note to Liberty, or else default on the note. If a default occurs, Liberty could exercise the rights of an unsecured creditor and possibly levy encumbrances on all or a large part of our assets. Moreover, our failure to honor our work commitment could result in our loss of the License. If any of the preceding events were to occur, we could be forced to cease our new business plan altogether, which could result in a complete loss of stockholders' equity. If we do not obtain additional financing through an equity or debt offering, we may be constrained to attempt to sell some portion of the Prospect under unfavorable circumstances and at an undesirable price. However, we cannot assure anyone that we will be able to find interested buyers or that the funds received from any such sale would be adequate to fund our activities. Our future liquidity will depend upon numerous factors, including the success of our business efforts and our capital raising activities.

 

Item 4T. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and Rule 15d-15(e) as of the end of the period covered by this quarterly report. Based on that evaluation, the principal executive officer and principal financial officer have identified that the lack of segregation of accounting duties as a result of limited personnel resources is a material weakness of its financial procedures. Other than for this exception, the principal executive officer and principal financial officer believe the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit 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 and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

 

15
 

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Controls over Financial Reporting

 

There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the period of this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 6. Exhibits.

 

(10)            The following exhibits are filed with this Quarterly Report or are incorporated herein by reference:

 

Exhibit

Number   Description

 

31.01 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.02 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.01 Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema
101.CAL* XBRL Taxonomy Extension Calculation Linkbase
101.DEF* XBRL Taxonomy Extension Definition Linkbase
101.LAB* XBRL Taxonomy Extension Labels Linkbase
101.PRE* XBRL Taxonomy Extension Presentation Linkbase

 

*XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  DISCOVERY ENERGY CORP.
  (Registrant)
     
  By: /s/ Keith J. McKenzie  
    Keith J. McKenzie,
    Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ William E. Begley  
    William E. Begley,
    Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)

 

October 17, 2013

 

16