Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2009
[ ] 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) 456-9521
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 November 30, 2009, the Issuer had 13,623,950 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
November 30, 2009
(Unaudited - prepared by management)
(EXPRESSED IN U.S. DOLLARS)
----------------------------------------------------------------------------------------
NOVEMBER 30 AUGUST 31
2009 2009
----------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 20 $ 177,741
GAS WELL OPTION 160,000 -
----------------------------------------------------------------------------------------
TOTAL ASSETS $ 160,020 $ 177,741
========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,946 $ 2,791
----------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 5,946 2,791
----------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
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 (208,279) (187,403)
----------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (154,074) (174,950)
----------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 160,020 $ 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 November 30, 2009
(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 period - - - - - - (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 period - - - - - - (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 - - - - - - (20,876) (20,876)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 2009 - $ - 13,603,950 $ 860 $ 361,493 $ - $ (208,279) (154,074)
-----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
THRUST ENERGY CORP.
(An Exploration Stage Company)
Statements of Operations
(Unaudited - prepared by management)
(EXPRESSED IN U.S. DOLLARS)
---------------------------------------------------------------------------------------------------
Cumulative from
September 15, 2004 Three months ended
(inception) to November 30
November 30, 2009 2009 2008
---------------------------------------------------------------------------------------------------
EXPENSES
Accounting fees $ 37,894 $ 5,565 $ 5,250
Amortization 2,153 - -
Bank charges 357 37 32
Filing fees 2,171 - -
Business development 105,227 - -
Interest 1,458 - -
Leases 3,547 - -
Legal 27,866 14,995 -
Office 6,829 50 -
Transfer agent 6,882 229 228
Write-off of oil & gas property 13,895 - -
---------------------------------------------------------------------------------------------------
OPERATING LOSS 208,279 20,876 5,510
---------------------------------------------------------------------------------------------------
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (208,279) $ (20,876) $ (5,510)
===================================================================================================
BASIC AND DILUTED LOSS PER SHARE - $ (0.01) $ (0.00)
===================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- basic and diluted - 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 Three months ended
(inception) to November 30
November 30, 2007 2009 2008
----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net Income (Loss) $ (208,279) $ (20,876) $ (5,510)
Adjustments for items not involving cash:
- amortization 2,153 - -
- imputed interest 1,458 - -
- write off of oil & gas property - - -
Changes in operating assets and liabilities
- (increase) decrease in prepaid expenses - - -
- increase (decrease) in accounts payable and accrued liabilities 5,946 3,155 4,280
----------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (198,722) (17,721) (1,230)
----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Purchase gas well option (162,153) (160,000) -
----------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (162,153) (160,000) -
----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Share subscription received - - -
Proceeds from issuance of common stock 360,895 - -
----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 360,895 - -
----------------------------------------------------------------------------------------------------------------
INCREASE IN CASH 20 (177,721) (1,230)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 177,741 291,562
----------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 20 $ 20 $ 290,332
================================================================================================================
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 offices are 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
November 30, 2009, 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 November 30, 2009,
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 cash and cash
equivalents 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 November 30, 2009
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 November 30, 2009.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
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.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (continued)
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.
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.
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.
NOTE 3 - RIGHT TO ACQUIRE OIL AND GAS INTERESTS
On November 25, 2009, the Company obtained an assignment of the right to acquire
a working interest in certain natural gas properties located in Alberta from an
independent third party, subject to the Company providing up to $1,000,000 in
financing for the completion of wells located on the properties. As
consideration for the right, the Company paid a total of $160,000 upon execution
of the agreement, and will issue 75 million common shares and 5 million
preferred shares upon receiving a 4.9% working interest in wells to be completed
on the properties. No wells have been completed and no working interest has been
granted to the Company. $160,000 has been capitalized under gas well option.
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. To date, we have only acquired a 4.9%
working interest in certain oil and gas properties located in Alberta, that has
not been explored to determine if it contains producible oil or natural gas. Our
capital has been obtained via issuance of common stock and shareholder loans.
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.
As of November 30, 2009, we had total assets of $160,020 comprised entirely of
cash. This reflects a decrease of $17,721 of the value of our total assets from
August 31, 2009, due primarily to a cash payment of $14,995 for legal expenses
related to acquisition of oil and gas interests.
As of November 30, 2009, our total liabilities increased to $5,946 from $2,791
as of August 31, 2009. The increase was primarily due to unpaid accounting
fees.
We have not generated revenue since the date of inception. 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 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
We posted an operating loss of $20,876 for the quarter ending November 30, 2009,
primarily related to professional fees. This was an increase from the operating
loss of $5,510 for the quarter ending November 30, 2008.
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 November 30, 2009. 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.
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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
At present, our common stock is quoted on the NASD over-the-counter bulletin
board under the trading symbol TEGC.
As of November 30, 2009 there were 34 owners of record of our common stock.
DIVIDEND POLICY
Our Board of Directors may declare and pay dividends on outstanding shares of
common stock out of funds legally available therefor in our sole discretion;
however, to date no dividends have been paid on common stock and we do not
anticipate the payment of dividends in the foreseeable future.
USE OF PROCEEDS FROM REGISTERED SECURITIES
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 $360,395.
Our total offering expenses were $25,290. Of this amount, $14,523 was paid from
the offering proceeds. The remainder ($10,767) was paid from the proceeds of a
non-interest bearing loan of $25,000 from our President, Thomas Mills, which was
convertible into shares of our common stock at the rate of $0.25 per share. On
July 31, 2007, we repaid the convertible loan in full. We did not intend to
repay the loan from the proceeds of our initial public offering, but in light of
our lack of revenue, the convertibility of the loan and the fact that the loan
proceeds were primarily used to pay for offering and startup expenses, the
directors resolved (Mr. Mills abstaining) that it was in the best interests of
the corporation to repay the loan from the proceeds.
After paying offering expenses and repaying the loan from our director, the net
offering proceeds were $322,872. As of November 30, 2009, we have used the net
proceeds to pay $69,694 for professional services and office expenses.
In fiscal 2009, our management determined that it was in the best interests of
the company to diversify its business interests to include the development of
renewable energy projects, and in particular, solar power plants. In connection
therewith, we spent $105,227 in business development costs arising from its
participation in the Intersolar solar energy trade shows in Munich and San
Francisco in 2009.
In November 2009, we paid $160,000 for the right to acquire certain oil and gas
interests.
ITEM 3. DEFAULT UPON SENIOR NOTES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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: May 28, 2010 /s/ Thomas Mills
Thomas E. Mills
President, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Office