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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended November 30, 2013

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from ___________ to ___________
 
Commission File No.  000-52645

STRONGBOW RESOURCES INC.
(Exact name of registrant as specified in its charter)

Nevada
 
20-4119257
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

777 N. Rainbow Blvd., Suite 250, Las Vegas, Nevada 89107
(Address of principal executive offices)   (zip code)

(403) 241-8912
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 þ   No o

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 þ   No o
 
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ
(Do not check if a 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 o   No þ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1933 subsequent to the distribution of securities under a plan confirmed by a court. Yes o  No o  
 
APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:  As of January 14, 2014, there were 111,586,705 shares of common stock, par value $0.001, outstanding.
 


 
 
 
 
 
Table of Contents
 
        Page
         
PART I - FINANCIAL INFORMATION    
         
  ITEM 1. FINANCIAL STATEMENTS    3
         
  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    10
         
  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    15
         
  ITEM 4.  CONTROLS AND PROCEDURES    15
         
PART II  -  OTHER INFORMATION    
         
  ITEM 1.  LEGAL PROCEEDINGS    17
         
  ITEM 1A.  RISK FACTORS    18
         
  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    25
         
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES    25
         
  ITEM 4.  MINE SAFETY DISCLOSURES    25
         
  ITEM 5.  OTHER INFORMATION    25
         
  ITEM 6.  EXHIBITS   26
         
SIGNATURES   27

 
 
2

 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
 
FINANCIAL STATEMENTS

November 30, 2013

(An Exploration Stage Company)
 
 
 
BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS
 
 
3

 
 
STRONGBOW RESOURCES INC.
(An Exploration Stage Company)
BALANCE SHEETS
 
   
November 30,
2013
   
February 28,
2013
 
    $     $  
   
(Unaudited)
         
ASSETS                
                 
Current assets
               
Cash
    4,682       4,429  
Receivable
    801       100,072  
Prepaid expense
    1,934       8,850  
      7,417       113,351  
                 
Equipment
    61,588       63,988  
                 
Oil and gas properties, full cost method
    1,440,537       1,401,463  
      1,509,542       1,578,802  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
                 
Current liabilities
               
Accounts payable
    994,984       1,309,679  
Accrued liabilities
    7,526       47,026  
Due to related parties
    65,467       63,928  
Advances and notes payable
    545,606       539,627  
      1,613,583       1,960,260  
                 
Asset retirement obligations
    32,058       31,259  
      1,645,641       1,991,519  
                 
Stockholders' deficit
               
Capital Stock
               
   Authorized:
               
    750,000,000 common shares, par value $0.001 per share
               
   Issued and outstanding:
               
    110,086,705  common shares (108,486,705 at February 28, 2013)
    18,287       16,687  
Additional paid in capital
    2,030,304       1,640,484  
Obligation to issue shares
    -       100,000  
Accumulated other comprehensive income
    58,632       16,329  
Deficit accumulated during the exploration stage
    (2,243,322 )     (2,186,217 )
      (136,099 )     (412,717 )
      1,509,542       1,578,802  
 
The accompanying notes are an integral part of these financial statements
 
 
4

 
 
STRONGBOW RESOURCES INC.
               
(An Exploration Stage Company)
                 
STATEMENTS OF OPERATIONS
               
(Unaudited)
                 
 
   
Cumulative results
from July 9,
2004
to November 30,
   
Three months ended
November 30,
   
Nine months ended
November 30,
 
   
2013
   
2013
   
2012
   
2013
   
2012
 
    $     $     $     $     $  
                                         
General and administrative expenses
                                       
Consulting
    565,949       -       27,075       -       176,075  
Depreciation
    2,400       800       -       2,400       -  
Management fees
    464,811       (115 )     39,363       42,288       117,052  
Office, travel and general
    405,332       8,711       43,557       41,256       139,547  
Professional fees
    395,667       53,812       16,391       131,673       34,869  
                                         
Total general and administrative expenses
    (1,834,159 )     (63,208 )     (126,386 )     (217,617 )     (467,543 )
                                         
Gain on settlement of debts
    200,562       95,424       -       151,614       -  
Impairment of oil and gas property
    (568,612 )     -       -       -       -  
Interest expense
    (25,218 )     (232 )     -       (207 )     -  
Interest expense recovery
    9,105       -       -       9,105       -  
Loss on settlement of deposit
    (25,000 )     -       -       -       -  
                                         
Net income (loss)
    (2,243,322 )     31,984       (126,386 )     (57,105 )     (467,543 )
                                         
Foreign currency translation
    58,632       17,910       (617 )     42,303       (14,763 )
                                         
Comprehensive income (loss)
    (2,184,690 )     49,894       (127,003 )     (14,802 )     (482,306 )
                                         
Basic and diluted income (loss) per share
            0.00       (0.00 )     (0.00 )     (0.00 )
                                         
Weighted average number of basic and
                                       
diluted common shares outstanding
            110,005,584       108,855,936       109,428,705       107,914,430  
 
The accompanying notes are an integral part of these financial statements
 
 
5

 
 
STRONGBOW RESOURCES INC.
         
(An Exploration Stage Company)
         
STATEMENTS OF CASH FLOWS
         
(Unaudited)
         
 
   
Cumulative results
from July 9,
2004
to November 30,
   
Nine months ended November 30,
 
   
2013
   
2013
   
2012
 
   
$
   
$
   
$
 
                   
Cash flows used in operating activities
                 
Net loss from continuing operations
    (2,243,322 )     (57,105 )     (467,543 )
Adjustments to reconcile net loss to net cash
                       
used in operating activities:
                       
Gain from settlement of debt
    (200,562 )     (151,614 )     -  
Impairment of oil and gas property
    568,612       -       -  
Service fees paid in stock
    44,000       -       44,000  
Depreciation
    2,400       2,400       -  
Changes in non-cash working capital items
                       
Receivable
    (801 )     99,271       -  
Prepaid expenses
    (1,935 )     6,916       (112,504 )
Accounts payable and accrued liabilities
    267,870       (74,714 )     39,452  
Assignment of accrued expenses
    25,271       -       -  
Due to related parties
    3,432       3,432          
  Cash used in operating activities
    (1,535,035 )     (171,414 )     (496,595 )
                         
Cash flows used in investing activities
                       
Expenditures on oil and gas properties
    (1,089,301 )     (164,608 )     (881,699 )
Expenditures on equipment
    (63,988 )     -       -  
  Cash used in investing activities
    (1,153,289 )     (164,608 )     (881,699 )
                         
Cash flows from financing activities
                       
Common stock issued for cash
    1,811,320       291,420       799,625  
Proceeds from advances and notes payable
    584,798       23,518       614,708  
Payments to related parties
    (11,350 )     -       -  
Proceeds from related parties
    292,225       -       -  
  Cash provided by financing activities
    2,676,993       314,938       1,414,333  
                         
Effect of foreign exchange
    16,013       21,337       (14,763 )
                         
Change in cash
    4,682       253       21,276  
                         
Cash, beginning of period
    -       4,429       78,196  
                         
Cash, end of period
    4,682       4,682       99,472  
                         
Supplemental disclosure
                       
Cash paid for interest
    900       -       -  
Cash paid for income taxes
    -       -       -  
                         
Non-cash transactions
                       
Common stock issued for services
    44,000       -       44,000  
Note payable forgiven in assignment transaction
    150,000       -       -  
Common stock issued as repayment of note payable
    18,000       -       -  
 
The accompanying notes are an integral part of these financial statements
 
 
6

 
 
STRONGBOW RESOURCES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2013
(Unaudited)

 
1.      NATURE AND CONTINUANCE OF OPERATIONS
 
Strongbow Resources Inc. (the “Company”) was incorporated in the State of Nevada on July 9, 2004. The Company is in the exploration stage and focuses its business efforts on the acquisition, exploration, and development of oil and gas properties. 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of November 30, 2013, the Company has not achieved profitable operations and has accumulated a deficit of $2,243,322.

As of November 30, 2013, nine Statements of Claim totaling $508,999 (CAD$541,086) are outstanding against the Company for non-payment of past due invoices. Five Claims totaling $136,258 (CAD$144,847) were ruled by the Court of Queen’s Bench of Alberta and resulted in garnishment of the Company’s deposit account of $90,188 (CAD$95,884) and were distributed to the vendors proportional to the amounts owed. All nine Claims remaining are currently recorded as accounts payable.

The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and pay its liabilities when they come due. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations.
 
2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
The unaudited interim financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended February 28, 2013 included in the Company’s Annual Report on Form 10-K filed with the SEC. The interim unaudited financial statements should be read in conjunction with those financial statements included in the 10-K report. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending February 28, 2014.
 
Recent Accounting Pronouncements
Recent pronouncements with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
 
 
7

 
 
3.      OIL AND GAS PROPERTIES
 
Effective February 21, 2012, the Company entered into a Farmout Agreement (the “Agreement”) with Harvest Operations Corp. (“Farmor”). The Agreement provided for the Company’s acquisition of an undivided 100% working interest (“Working Interest”) in a petroleum and natural gas license covering land located in the Compeer Area in the Province of Alberta, Canada (the “Farmout Lands”).

To earn the Working Interest the Company was required to drill, complete, equip or abandon a test well on the Farmout Lands (“Test Well”). On March 14, 2012, the Company obtained operator status and was transferred the well license relating to the Test Well.

The Company’s Working Interest in the Farmout Lands will be held subject to a non-convertible overriding royalty payable to the Farmor (“Farmor’s Royalty”).  The Farmor’s Royalty on net crude oil revenues will be measured on a sliding scale from 5% to 15% over a range of production volumes from 1 to 150 barrels per day. The Farmor’s Royalty on net gas and other petroleum product revenues is 15%.

The Test Well was spudded on May 27, 2012, and the total depth drilled in the Test Well met the contract depth requirements under the Agreement. Two cores were cut in the Test Well; the first core was in the Viking Formation and the second was in the deeper Bakken Formation.

On September 5, 2012, the Company received an earning notice granting the Company a 100% working interest in the Farmout Lands.

As of November 30, 2013, the Company has incurred approximately $1,411,000 in exploration costs to drill, complete and equip the Test Well.

During the year ended February 28, 2013, the Bakken core confirmed there was no oil potential in the Bakken Formation and an impairment charge of $568,612 was recorded.

During the nine months ended November 30, 2013, net proceeds of $18,733 received from the sales of oil less direct costs of $16,134 was credited to the carrying value of the oil and gas properties.

4.    EQUIPMENT

   
November 30, 2013
 
   
Cost
   
Accumulated Depreciation
   
Net Book Value
 
    $     $     $  
Oil and gas equipment
    63,988       2,400       61,588  

   
February 28, 2013
 
   
Cost
   
Accumulated Depreciation
   
Net Book Value
 
    $     $     $  
Oil and gas equipment
    63,988       -       63,988  

5.      ADVANCES AND NOTES PAYABLE

At November 30, 2013, the Company had $545,606 (CAD$580,000) in short term note obligations to unrelated parties. The notes payable are unsecured, non-interest bearing and payable upon demand. $522,089 (CAD$555,000) of the notes may be used by the payee, in whole or in part, to offset any funding obligations incurred by the payee in connection with any existing or future farm-in/farm-out agreements with the Company.
 
On December 5, 2013, the Company received a demand for the repayment of $522,089 (CAD$555,000) of the notes payable. The lender has demanded the repayment of $145,809 (CAD$155,000) by December 31, 2013 and the repayment of $376,280 (CAD$400,000) by March 31, 2014. As at the date of these financial statements, the amounts have not yet been repaid by the Company.

 
8

 
 
6.      ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement obligation consists of reclamation and closure costs associated with the Test Well in the Farmout Lands. The asset retirement obligation was estimated based on the Company’s understanding of its requirements to reclaim currently disturbed areas. Significant reclamation and closure activities include land rehabilitation, water, removal of building and well facilities and tailings reclamation.

The undiscounted estimate of this liability was $48,225 (CAD$50,000) reflecting payments commencing in 2021.  This estimate was adjusted for an inflation rate of 2.00% and then discounted at a rate of 8.00% for a net present value of $32,058 as at November 30, 2013.

7.     SHARE CAPITAL
 
On May 23, 2013, the Company issued 1,200,000 common shares at a price of $0.24 (CAD$0.25) per share. Gross proceeds from the private placement totaled $291,420 (CAD$300,000).

On September 19, 2013, the Company issued 400,000 common shares to fulfill its obligation to issue shares.

8.      RELATED PARTY TRANSACTIONS
 
During the nine months ended November 30, 2013, the Company incurred a total of $42,288 (November 30, 2012 - $117,052) in management fees paid to former directors and officers of the Company.

As at November 30, 2013, $36,000 (February 28, 2013 - $89,673) was owing to former directors and officers of the Company and have been included in accounts payable.  The amounts are non-interest bearing, unsecured, and payable upon demand.

During the nine months ended November 30, 2013, two former directors and officers forgave a total balance owing by the Company of $85,424 (November 30, 2012 - $nil) (Note 9).

All of the Company’s notes and advances from related parties are non-interest bearing, unsecured, and payable upon demand. They consist of the following:
 
   
November 30,
2013
   
February 28,
2013
 
    $     $  
Advances from a shareholder
    10,500       10,500  
Advances from a director and officer of the Company
    54,967       53,428  
Total
    65,467       63,928  

9.      CONTINGENCIES

During the nine month period ended November 30, 2013, the Company settled with five vendors, settling the total amount owing of $153,895 (CAD$162,871) with the aggregate settlement amount of $97,705 (CAD$101,455) and recognized a gain on the settlement of $56,190. The Company also settled with three vendors, including two former officers and directors, for forgiving a total balance owing of $95,424, recognized as a gain on the settlement.

As of November 30, 2013, nine Statements of Claim totaling $508,999 (CAD$541,086) are outstanding against the Company for non-payment of past due invoices. Five Claims totaling $136,258 (CAD$144,847) were ruled by the Court of Queen’s Bench of Alberta and resulted in garnishment of the Company’s deposit account of $90,188 (CAD$95,884) and were distributed to the vendors proportional to the amounts owed.

The Company has not yet resolved the remaining nine Statements of Claim. All remaining Claims are currently recorded as accounts payable.
 
On December 5, 2013, the Company received a demand for the repayment of $522,089 (CAD$555,000) of the notes payable. The lender has demanded the repayment of $145,809 (CAD$155,000) by December 31, 2013 and the repayment of $376,280 (CAD$400,000) by March 31, 2014. As at the date of these financial statements, the amounts have not yet been repaid by the Company.
 
10.      SUBSEQUENT EVENT

Subsequent to November 30, 2013, the Company issued 1,500,000 common shares at a price of $0.10 per share. Gross proceeds from the private placement totaled $150,000.
 
 
9

 
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward Looking Statements
 
This interim report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements made in this Form 10-Q include statements about:
 
  
our beliefs regarding the future of our competitors;
 
  
our future capital expenditures;
 
  
our future exploration programs and results;
 
  
our plan to drill 31 wells at approximately $1,200,000 per well from February 2014 to November 2014;
 
  
estimates indicate the costs to perform the work outlined in our business plan may range from $37 million to $40 million; and
 
  
our expectation that we will be able to raise capital when we need it.
 
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
 
  
we may be unable to raise sufficient funds to execute our business plan;
 
  
we have a limited operating history;
 
  
we are dependent on a small management team;
 
  
we may be unable to manage any growth;
 
  
market conditions or operation impediments may hinder our access to natural gas and oil markets or delay our production;
 
  
risks inherent in the oil and gas industry;
 
  
competition for, among other things, capital and skilled personnel; and
 
  
other factors discussed under the section entitled “Risk Factors”,
 
any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
 
10

 
 
While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this interim report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.
 
As used in this interim report on Form 10-Q, the terms “we”, “us” “our” and “Strongbow” mean our company, Strongbow Resources Inc.
 
Corporate Overview
 
Our company was incorporated under the laws of Nevada on July 9, 2004.
 
During October 2007 we amended our articles of incorporation to increase the number of our authorized common shares from 75,000,000 to 750,000,000 and to forward stock split our common stock on a 10-for-1 basis. The stock split was based on market conditions and upon a determination by our Board of Directors that the stock split was in our best interests and in the best interests of our shareholders.
 
On February 28, 2012, we adopted the assumed name of Big Lake Energy Ltd. for use in the Province of Alberta, Canada. On June 5, 2013, we adopted the assumed name of Big Lake Energy Ltd. for use in the Province of British Columbia, Canada.
 
Our Current Business
 
Effective February 2, 2012, we entered into a Farmout Agreement (“Agreement”) with Harvest Operations Corp. (“Harvest”). The Agreement provided for our acquisition of an undivided 100% working interest (“Working Interest”) in a petroleum and natural gas license covering eight (8) sections of land (5,120 acres, more or less) located in the Compeer Area in the Province of Alberta, Canada (“Farmout Lands”). The Farmout Lands have no current commercial production.
 
To earn the Working Interest we were required to drill, complete, equip or abandon a test well on the Farmout Lands (“Test Well”). On March 14, 2012, we obtained operator status in the Province of Alberta. On April 4, 2012, the Alberta Energy Resources Conservation Board approved the transfer of the well license relating to the Test Well from Harvest to us.
 
The Test Well was spudded on May 27, 2012 and was drilled vertically 905 meters (2,977 feet) into the Bakken formation. We cut two full bore cores, one from each of the Viking and Bakken formations, and also ran a drill stem test in the Viking formation. The plug samples taken from the Viking formation exhibited strong oil fluorescence indicating light oil and had between 16% and 23% porosity in the samples.  We estimate the net sand pay in the well is approximately 5 meters (16.45 feet). The Bakken formation was found to be uneconomic and was abandoned. Based on our evaluation, we elected to drill a horizontal leg to the Test Well running 1,045 meters (3,435 feet) into the Viking formation. The total depth drilled in the Test Well met the contract depth requirements under the Agreement.
 
On September 5, 2012, we received an earning notice from Harvest granting our company a 100% working interest in the Farmout Lands. Initial production from the Test Well has been limited by a higher than expected gas solution content.  It is expected the oil ratio will increase as the gas component lessens. Oil recovered to date is light, sweet crude.
 
 
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The Viking Formation oil prospect is part of an emerging large oil resource play in Eastern and Central Alberta as well as in the Dodsland area of Saskatchewan.  The Viking Formation in the Compeer play will be developed by up to four horizontal wells per section per zone.
 
Our Working Interest in the Farmout Lands will be held subject to a non-convertible overriding royalty payable to Harvest (“Harvest’s Royalty”). Harvest’s Royalty on net crude oil revenues will be measured on a sliding scale from 5% to 15% over a range of production volumes from 1 to 150 barrels per day. Harvest’s Royalty on net gas and other petroleum product revenues is 15%.
 
On March 25, 2013, we completed the installation of permanent production facilities on our recently drilled Big Lake Compeer 5-29-33-02 W4M well. The well was horizontally drilled into the Viking formation. During drilling the well encountered light oil shows from the Viking formation. A ten stage multi-zone nitrogen aided fracture stimulation was made over the entire 1,000 metre long lateral section of the well. The well was initially tested in November 2012, however, due to high solution gas ratios, proper wellhead separation and fluid storage facilities needed to be installed. This was recently completed and the well was placed on production test at the end of the first week of March 2013, producing light (42° API) oil. Production rates have been variable as it is in early stages of testing. IP rates were in excess of 60 barrels of oil per day based upon short flow periods, and the well needs to be production tested for a longer period of time.
 
As of November 30, 2013, we have incurred approximately $1,411,000 in exploration costs to drill, complete and equip the Test Well. We also recorded $32,058 in asset retirement obligations related to the future plugging and abandonment of the Test Well.
 
During the nine months ended November 30, 2013, we generated revenues of $18,733 from pre-production sales of oil. For accounting purposes, the proceeds from the sales less direct costs of $16,134 are credited to the carrying value of the oil and gas properties.
 
As of January 14, 2014, it is too early to provide stabilized production forecasts.
 
During fiscal 2014, we plan to focus on the exploration and drilling of the Farmout Lands, identify and complete additional asset acquisition(s), and pursue joint venture agreements with third parties to explore for oil and gas in Canada and the United States. We plan to drill 31 wells at approximately $1,200,000 per well from February 2014 to November 2014. Early estimates indicate the costs to perform the work outlined in our business plan may range from $37 million to $40 million. 
 
Results of Operations
 
The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three and nine month period ended November 30, 2013 and 2012 which are included herein:
 
   
For the three months ended
   
For the nine months ended
 
   
November 30, 2013
   
November 30, 2012
   
November 30, 2013
   
November 30, 2012
 
Oil and gas sales
    -       -       18,733       -  
Cost of sales
    -       -       16,134       -  
Expenses
    63,208       126,386       217,617       467,543  
Net income(loss)
    31,984       (126,386 )     (57,105 )     (467,543 )
 
 
 
 
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Revenues
 
During the nine month period ended November 30, 2013, we generated revenue of $18,733 (November 30, 2012 - $nil) and incurred direct costs of $16,134 (November 30, 2012 - $nil) from pre-production sales of oil. The net sales has been credited against the carrying value of the oil and gas property.
 
Expenses
 
Expenses decreased during the nine month period ended November 30, 2013 to $217,617 as compared to $467,543 during the nine month period ended November 30, 2012.

The table below details the changes in major expenditures for the nine months ended November 30, 2013 as compared to the corresponding nine months ended November 30, 2012:

Expenses
 
Increase / Decrease in Expenses
 
Explanation for Change
         
Management fees
 
Decrease of $74,764
 
Decrease due to reduced number of officers and directors of our company.
Consulting fees
 
Decrease of $176,075
 
Decrease due to no consulting services used during the nine months ended November 30, 2013.
Professional fees
 
Increase of $96,804
 
Increase due to more professional services used for corporate filings and accounting services.
Office, travel and general expenses
 
Decrease of $98,291
 
Decrease due to decrease in insurance, general office expenses, office rent, and travel expenses.
 
Liquidity And Capital Resources
 
Working Capital
 
   
November 30,
2013
   
February 28,
2013
 
Current Assets
    7,417       113,351  
Current Liabilities
    1,613,583       1,960,260  
Working Capital (Deficiency)
    (1,606,166 )     (1,846,909 )
 
We had cash of $4,682 and a working capital deficit of $1,606,166 as of November 30, 2013 compared to cash of $4,429 and a working capital deficit of $1,846,909 as of February 28, 2013. On November 12, 2013, the holder of two notes in the aggregate of $555,000, which are due on demand, sent a letter to us demanding repayment of those notes. As of January 13, 2014, we have not repaid any amounts due under those notes.
 
We anticipate general and administrative expenses will be decreased during the current fiscal year compared to fiscal 2013. In connection with oil and gas operations, we have reduced the number of executive officers. As a result, we estimate our general and administrative expenses will be less during the current fiscal year.
 
Our company’s cash will not be sufficient to meet our working capital requirements for the next twelve month period. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements. The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new shareholders, and our ability to achieve and maintain profitable operations.
 
 
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There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful exploration of our property interests, the identification of reserves sufficient enough to warrant development, successful development of our property interests and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the year ended February 28, 2013, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
 
Cash Flows
 
   
Nine months ended
November 30,
2013
   
Nine months ended
November 30,
2012
 
Net Cash Provided by (Used in) Operating Activities
  $ (171,414 )   $ (496,595 )
Net Cash Provided by (Used in) Investing Activities
  $ (164,608 )   $ (881,699 )
Net Cash Provided by (Used in) Financing Activities
  $ 314,938     $ 1,414,333  
Net Increase (Decrease) in Cash
  $ 253     $ 21,276  
 
Cash Used in Operating Activities
 
Our cash used in operating activities for the nine months ended November 30, 2013, compared to our cash used in operating activities for the nine months ended November 30, 2012, decreased by $325,181, primarily due to a decrease in net loss from operations.
 
Cash Used in Investing Activities
 
Our cash used in investing activities for the nine months ended November 30, 2013, compared to our cash used in investing activities for the nine months ended November 30, 2012, decreased by $717,091 due to a decrease in expenditures on oil and gas properties.
 
Cash Provided by Financing Activities
 
Our cash provided by financing activities for the nine months ended November 30, 2013, compared to our cash provided by financing activities for the nine months ended November 30, 2012, decreased by $1,099,395 due to a decrease in common stock issued for cash and proceeds from advances and notes payable.
 
Contractual Obligations

Our future contractual obligations as of November 30, 2013 consisted of the following:

 
Payments due by period
 
Contractual Obligations
Total
 
Less than 1 Year
   
1-3 Years
   
3-5 Years
   
More than 5 Years
 
                               
Due to related parties
 
$
65,467
   
$
65,467
     
     
     
 
Advances and notes payable
   
545,606
     
545,606
     
     
     
 
Total
 
$
611,073
   
$
611,073
     
     
     
 
 
 
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Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
 
Going Concern
 
Our interim financial statements and information for the period ended November 30, 2013, have been prepared by our management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We have generated no significant revenues to date and have incurred a net loss of approximately $57,105 during the nine month period ended November 30, 2013, and approximately $2,243,322 from inception (July 9, 2004) through November 30, 2013. We cannot provide any assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional funds through the sale of debt and/or equity.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not Applicable.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q our disclosure controls and procedures were effective.
 
Management’s Report on Internal Control Over Financial Reporting
 
Our management, including our principal executive officer, principal financial officer and our Board of Directors, is responsible for establishing and maintaining a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of November 30, 2013. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of November 30, 2013 and no material weakness has been detected within our company.
 
 
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A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
 
Our principal executive officer and our principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors 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 the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. 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, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
Changes in internal control over financial reporting
 
Other than the resignation of our former chief financial officer on June 18, 2013 and appointment of our current chief financial officer, Mr. Robert Da Cunha on December 4, 2013, there were no changes in our internal control over financial reporting during the fiscal quarter ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
 
 
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PART II  -  OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
Other than as disclosed below, we know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
 
We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiary or has a material interest adverse to our company or our subsidiary.

Court/Registry
 
Date Instituted
 
Principal Parties
 
Description of Claim
             
Court of Queen's Bench of Alberta
 
December 28, 2012
 
Plaintiff: H&E Oilfield Services Ltd.;
Defendant: Big Lake Energy Ltd.
 
A Statement of Claim was filed on December 28, 2012, whereby the Plaintiff is suing the Defendant for the sum of $41,740.00 representing the amount owing for the Plaintiff for moving a drilling rig and related equipment. There was a Noting in Default filed January 24, 2013 to notify the Defendant that it has not filed a Statement of Defence and consequently is noted in default. A garnishee summons issued on May 2, 2013 for $145,296.96 whereas the Plaintiff intends to garnish the Defendants’ deposit accounts. The sum of $26,654.01 was distributed to the Plaintiff through $95,883.79 garnished from the Company’s bank account.
             
Court of Queen's Bench of Alberta
 
January 8, 2013
 
Plaintiff: Isolation Equipment Services Inc.;
Defendant: Strongbow Resources Inc. operating under the assumed name Big Lake Energy Inc.
 
A Statement of Claim was filed January 8, 2013, whereby the Plaintiff is suing the Defendant for the sum of $37,629.37 representing the unpaid services provided by the Plaintiff. A garnishee summons issued on May 2, 2013 for $145,296.96 whereas the Plaintiff intends to garnish the Defendants’ deposit accounts. The sum of $24,331.93 was distributed to the Plaintiff through $95,883.79 garnished from the Company’s bank account.
             
Court of Queen's Bench of Alberta
 
January 23, 2013
 
Plaintiff: Rockwell Servicing Partnership and Enhanced Petroleum Services Partnership;
Defendant: Big Lake Energy Ltd.
 
A Statement of Claim was filed on January 23, 2013, whereby the Plaintiff is suing the Defendant for the sum of $42,656.72 representing the outstanding amount owing to the Defendant for services and equipment provided to the Plaintiff as per numerous agreements. A garnishee summons issued on May 2, 2013 for $145,296.96 whereas the Plaintiff intends to garnish the Defendants’ deposit accounts. The sum of $38,878.71 was distributed to the Plaintiff through $95,883.79 garnished from the Company’s bank account.
             
Court of Queen's Bench of Alberta
 
January 24, 2012
 
Plaintiff: PE Ben Oilfield Services L.P.;
Defendant: Strongbow Resources Inc. operating as Big Lake Energy Ltd.
 
A Statement of Claim was filed on January 24, 2013, whereby the Plaintiff is suing the Defendant for the sum of $7,459.88 representing the amount owing for loading and transporting material and equipment provided by the Plaintiff to the Defendant, at the request of the Defendant. A garnishee summons issued on May 2, 2013 for $145,296.96 whereas the Plaintiff intends to garnish the Defendants’ deposit accounts. The sum of $6,009.14 was distributed to the Plaintiff through $95,883.79 garnished from the Company’s bank account.
             
Court of Queen's Bench of Alberta
 
February 14, 2013
 
Plaintiff: Pacrim Steel ULC;
Defendant: Big Lake Energy Ltd. and Strongbow Resources Inc. carrying on business as Big Lake Energy Ltd.
 
A Statement of Claim was filed February 14, 2013, whereby the Plaintiff is suing the Defendant for the sum of $119,504.14 representing the unpaid invoice purchasing certain oil and gas related tubular goods from the Plaintiff.
             
Court of Queen's Bench of Alberta
 
July 4, 2013
 
Plaintiff: Casper’s Picker Service Ltd.;
Defendant: Strongbow Resources Inc., formerly known as Big Lake Energy Ltd.
 
A Statement of Claim was filed July 4, 2013, whereby the Plaintiff is suing the Defendant for the sum of $16,285.82 representing the amount owing for loading and transporting material and equipment provided by the Plaintiff to the Defendant, at the request of the Defendant.
             
Court of Queen's Bench of Alberta
 
July 23, 2013
 
Plaintiff: Baker Hughes Canada Company;
Defendant: Strongbow Resources Inc., also known as Big Lake Energy Ltd.
 
A Statement of Claim was filed July 23, 2013, whereby the Plaintiff is suing the Defendant for the sum of $281,267.68 representing the amount owing for oil-field services and equipment, including cementing and fishing products and services provided by the Plaintiff.
             
Court of Queen's Bench of Alberta
 
August 12, 2013
 
Plaintiff: Crest Consultants Partnership;
Defendants: Strongbow Resources Inc. and Apex Energy Consultants Inc.
 
A Statement of Claim was filed August 12, 2013, whereby the Plaintiff is suing the Defendants for the sum of $74,563.89 representing the amount owing for well-site supervision provided by the Plaintiff.
 
 
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ITEM 1A.  RISK FACTORS
 
An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.
 
Risks Related to Our Company
 
We have a history of losses and this trend may continue and may negatively impact our ability to achieve our business objectives.
 
We have experienced net losses since inception, and expect to continue to incur substantial losses for the foreseeable future. Our accumulated deficit was $2,243,322 as at November 30, 2013. We may not be able to generate significant revenues in the future. As a result, our management expects our business to continue to experience negative cash flow for the foreseeable future and cannot predict when, if ever, our business might become profitable. We will need to raise additional funds, and such funds may not be available on commercially acceptable terms, if at all. If we are unable to raise funds on acceptable terms, we may not be able to execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements. This may seriously harm our business, financial condition and results of operations.
 
We have a limited operating history, which may hinder our ability to successfully meet our objectives.
 
We have a limited operating history upon which to base an evaluation of our current business and future prospects. We do not have an established history of operating producing properties or locating and developing properties that have oil and gas reserves. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.
 
Our operations and proposed exploration activities will require significant capital expenditures for which we may not have sufficient funding and if we do obtain additional financing, our existing shareholders may suffer substantial dilution.
 
We intend to make capital expenditures far in excess of our existing capital resources to develop, acquire and explore oil and gas properties. We intend to rely on funds from operations and external sources of financing to meet our capital requirements to continue acquiring, exploring and developing oil and gas properties and to otherwise implement our business plan. We plan to obtain additional funding through the debt and equity markets, but we can offer no assurance that we will be able to obtain additional funding when it is required or that it will be available to us on commercially acceptable terms, if at all. In addition, any additional equity financing may involve substantial dilution to our then existing shareholders.
 
The successful implementation of our business plan is subject to risks inherent in the oil and gas business, which if not adequately managed, could result in additional losses.
 
Our oil and gas operations are subject to the economic risks typically associated with exploration and development activities, including the necessity of making significant expenditures to locate and acquire properties and to drill exploratory wells. In addition, the availability of drilling rigs and the cost and timing of drilling, completing and, if warranted, operating wells is often uncertain. In conducting exploration and development activities, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, development and, if warranted, production activities to be unsuccessful. This could result in a total loss of our investment in a particular well. If exploration efforts are unsuccessful in establishing proved reserves and exploration activities cease, the amounts accumulated as unproved costs will be charged against earnings as impairments.
 
 
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In addition, market conditions or the unavailability of satisfactory oil and gas transportation arrangements may hinder our access to oil and gas markets and delay our production. The availability of a ready market for our prospective oil and gas production depends on a number of factors, including the demand for and supply of oil and gas and the proximity of reserves to pipelines and other facilities. Our ability to market such production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities, in most cases owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business. We may be required to shut in wells for lack of a market or a significant reduction in the price of oil or gas or because of inadequacy or unavailability of pipelines or gathering system capacity. If that occurs, we would be unable to realize revenue from those wells until arrangements are made to deliver such production to market.
 
Our future performance is dependent upon our ability to identify, acquire and develop oil and gas properties, the failure of which could result in under use of capital and losses.
 
Our future performance depends upon our ability to identify, acquire and develop additional oil and gas reserves that are economically recoverable. Our success will depend upon our ability to acquire working and revenue interests in properties upon which oil and gas reserves are ultimately discovered in commercial quantities, and our ability to develop prospects that contain proven oil and gas reserves to the point of production. Without successful acquisition and exploration activities, we will not be able to develop additional oil and gas reserves or generate revenues. We cannot provide you with any assurance that we will be able to identify and acquire additional oil and gas reserves on acceptable terms, or that oil and gas deposits will be discovered in sufficient quantities to enable us to recover our exploration and development costs or sustain our business.
 
The successful acquisition and development of oil and gas properties requires an assessment of recoverable reserves, future oil and gas prices and operating costs, potential environmental and other liabilities, and other factors. Such assessments are necessarily inexact and their accuracy inherently uncertain. In addition, no assurance can be given that our exploration and development activities will result in the discovery of additional reserves. Our operations may be curtailed, delayed or cancelled as a result of lack of adequate capital and other factors, such as lack of availability of rigs and other equipment, title problems, weather, compliance with governmental regulations or price controls, mechanical difficulties, or unusual or unexpected formations, pressures and or work interruptions. In addition, the costs of exploitation and development may materially exceed our initial estimates.
 
We have a very small management team and the loss of any member of our team may prevent us from implementing our business plan in a timely manner.
 
We have one executive officer and a limited number of additional consultants upon whom our success largely depends. We do not maintain key person life insurance policies on our executive officers or consultants, the loss of which could seriously harm our business, financial condition and results of operations. In such an event, we may not be able to recruit personnel to replace our executive officers or consultants in a timely manner, or at all, on acceptable terms.
 
 
19

 
 
We may experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our management to manage growth effectively. This may require us to hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.
 
Market conditions or operation impediments may hinder our access to natural gas and oil markets or delay our production.
 
The marketability of production from our properties depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities. This dependence is heightened where this infrastructure is less developed. Therefore, if drilling results are positive in certain areas of our oil and gas properties, a new gathering system would need to be built to handle the potential volume of gas produced. We might be required to shut in wells, at least temporarily, for lack of a market or because of the inadequacy or unavailability of transportation facilities. If that were to occur, we would be unable to realize revenue from those wells until arrangements were made to deliver production to market.
 
Our ability to produce and market natural gas and oil is affected and also may be harmed by:
 
  
the lack of pipeline transmission facilities or carrying capacity;
 
  
government regulation of natural gas and oil production;
 
  
government transportation, tax and energy policies;
 
  
changes in supply and demand; and
 
  
general economic conditions.
 
We might incur additional debt in order to fund our exploration and development activities, which would continue to reduce our financial flexibility and could have a material adverse effect on our business, financial condition or results of operations.
 
If we incur indebtedness, the ability to meet our debt obligations and reduce our level of indebtedness depends on future performance. General economic conditions, oil and gas prices and financial, business and other factors affect our operations and future performance. Many of these factors are beyond our control. We cannot assure you that we will be able to generate sufficient cash flow to pay the interest on our current or future debt or that future working capital, borrowings or equity financing will be available to pay or refinance such debt. Factors that will affect our ability to raise cash through an offering of our capital stock or a refinancing of our debt include financial market conditions, the value of our assets and performance at the time we need capital. We cannot assure you that we will have sufficient funds to make such payments. If we do not have sufficient funds and are otherwise unable to negotiate renewals of our borrowings or arrange new financing, we might have to sell significant assets. Any such sale could have a material adverse effect on our business and financial results.
 
Our properties and/or future properties might not produce, and we might not be able to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers against them, which could cause us to incur losses.
 
Although we have reviewed and evaluated our properties in a manner consistent with industry practices, such review and evaluation might not necessarily reveal all existing or potential problems. This is also true for any future acquisitions made by us. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, a seller may be unwilling or unable to provide effective contractual protection against all or part of those problems, and we may assume environmental and other risks and liabilities in connection with the acquired properties.
 
 
20

 
 
If we or our operators fail to maintain adequate insurance, our business could be materially and adversely affected.
 
Our operations are subject to risks inherent in the oil and gas industry, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution, earthquakes and other environmental risks. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage, and suspension of operations. We could be liable for environmental damages caused by previous property owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could have a material adverse effect on our financial condition and results of operations.
 
Any prospective drilling contractor or operator which we hire will be required to maintain insurance of various types to cover our operations with policy limits and retention liability customary in the industry. We also have acquired our own insurance coverage for such prospects. The occurrence of a significant adverse event on such prospects that is not fully covered by insurance could result in the loss of all or part of our investment in a particular prospect which could have a material adverse effect on our financial condition and results of operations.
 
The oil and gas industry is highly competitive, and we may not have sufficient resources to compete effectively.
 
The oil and gas industry is highly competitive. We compete with oil and natural gas companies and other individual producers and operators, many of which have longer operating histories and substantially greater financial and other resources than we do, as well as companies in other industries supplying energy, fuel and other needs to consumers. Our larger competitors, by reason of their size and relative financial strength, can more easily access capital markets than we can and may enjoy a competitive advantage in the recruitment of qualified personnel. They may be able to absorb the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced prices for oil and gas more easily than we can. Our competitors may be able to pay more for oil and gas leases and properties and may be able to define, evaluate, bid for and purchase a greater number of leases and properties than we can. Further, these companies may enjoy technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to acquire additional properties in the future will depend upon our ability to conduct efficient operations, evaluate and select suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment.
 
Complying with environmental and other government regulations could be costly and could negatively impact our production.
 
Our business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of our facilities, the discharge of materials into the environment and other environmental protection issues. Such laws and regulations may, among other potential consequences, require that we acquire permits before commencing drilling and restrict the substances that can be released into the environment with drilling and production activities.
 
Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. Prior to commencement of drilling operations, we may secure limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time. However, we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.
 
The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.
 
 
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Shortages of rigs, equipment, supplies and personnel could delay or otherwise adversely affect our cost of operations or our ability to operate according to our business plans.
 
If drilling activity increases in Alberta or Canada generally, a shortage of drilling and completion rigs, field equipment and qualified personnel could develop. The demand for and wage rates of qualified drilling rig crews generally rise in response to the increasing number of active rigs in service and could increase sharply in the event of a shortage. Shortages of drilling and completion rigs, field equipment or qualified personnel could delay, restrict or curtail our exploration and development operations, which could in turn harm our operating results.
 
We will be required to replace, maintain or expand our reserves in order to prevent our reserves and production from declining, which would adversely affect cash flows and income.
 
In general, production from natural gas and oil properties declines over time as reserves are depleted, with the rate of decline depending on reservoir characteristics. If we are not successful in our exploration and development activities, our proved reserves will decline as reserves are produced. Our future natural gas and oil production is highly dependent upon our ability to economically find, develop or acquire reserves in commercial quantities.
 
To the extent cash flow from operations is reduced, either by a decrease in prevailing prices for natural gas and oil, or an increase in exploration and development costs, and external sources of capital become limited or unavailable, our ability to make the necessary capital investment to maintain or expand our asset base of natural gas and oil reserves would be impaired. Even with sufficient available capital, our future exploration and development activities may not result in additional proved reserves, and we might not be able to drill productive wells at acceptable costs.
 
The oil and gas exploration and production industry historically is a cyclical industry and market fluctuations in the prices of oil and gas could adversely affect our business.
 
Prices for oil and gas tend to fluctuate significantly in response to factors beyond our control. These factors include:
 
  
weather conditions;
 
  
economic conditions, including demand for petroleum-based products;
 
  
actions by OPEC, the Organization of Petroleum Exporting Countries;
 
  
political instability in the Middle East and other major oil and gas producing regions;
 
  
governmental regulations, both domestic and foreign;
 
  
domestic and foreign tax policy;
 
  
the pace adopted by foreign governments for the exploration, development, and production of their national reserves;
 
  
the price of foreign imports of oil and gas;
 
  
the cost of exploring for, producing and delivering oil and gas;
 
  
the discovery rate of new oil and gas reserves;
 
  
the rate of decline of existing and new oil and gas reserves;
 
  
available pipeline and other oil and gas transportation capacity;
 
  
the ability of oil and gas companies to raise capital;
 
  
the overall supply and demand for oil and gas; and
 
  
the availability of alternate fuel sources.
 
 
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Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in oil and gas prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment.
 
Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for oil and gas producing properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and the exploration and development of projects. We expect that commodity prices will continue to fluctuate significantly in the future.
 
Our ability to produce oil and gas from our properties may be adversely affected by a number of factors outside of our control which may result in a material adverse effect on our business, financial condition or results of operations.
 
The business of exploring for and producing oil and gas involves a substantial risk of investment loss. Drilling oil and gas wells involves the risk that the wells may be unproductive or that, although productive, the wells may not produce oil or gas in economic quantities. Other hazards, such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic if water or other deleterious substances are encountered that impair or prevent the production of oil or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. There can be no assurance that oil and gas will be produced from the properties in which we have interests. In addition, the marketability of oil and gas that may be acquired or discovered may be influenced by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas, gathering systems, pipelines and processing equipment, market fluctuations in oil and gas prices, taxes, royalties, land tenure, allowable production and environmental protection. We cannot predict how these factors may affect our business.
 
We may be unable to retain our leases and working interests in our leases, which would result in significant financial losses to our company.
 
Our properties are held under oil and gas leases. If we fail to meet the specific requirements of each lease, such lease may terminate or expire. We cannot assure you that any of the obligations required to maintain each lease will be met. The termination or expiration of our leases may harm our business. Our property interests will terminate unless we fulfill certain obligations under the terms of our leases and other agreements related to such properties. If we are unable to satisfy these conditions on a timely basis, we may lose our rights in these properties. The termination of our interests in these properties may harm our business. In addition, we will need significant funds to meet capital requirements for the exploration activities that we intend to conduct on our properties.
 
Risks Relating to Our Common Stock
 
A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.
 
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations have been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new properties and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.
 
 
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The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.
 
If we issue additional shares in the future, it will result in the dilution of our existing shareholders.
 
Our articles of incorporation, as amended, authorizes the issuance of up to 750,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.
 
Trading of our stock may be restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.
 
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.
 
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
 
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Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.
 
Our common stock currently trades on a limited basis on OTCQB operated by the OTC Markets Group. Trading of our stock through OTCQB is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Since the beginning of the nine month period ended November 30, 2013, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in an annual report on Form 10-K, in a quarterly report on Form 10-Q or in a current report on Form 8-K.
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.  MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5.  OTHER INFORMATION
 
None.

 
25

 
 
ITEM 6.  EXHIBITS
 
No.
 
Description
3.1
 
Articles of Incorporation (incorporated by reference from our registration statement on Form SB-2 filed on December 1, 2006)
3.2
 
Corporate Bylaws (incorporated by reference from our registration statement on Form SB-2 filed on December 1, 2006)
3.3
 
Certificate of Change filed October 25, 2007 (incorporated by reference from our annual report on Form 10-K filed on June 14, 2013)
10.1
 
Farmout Agreement, Compeer Area with Harvest Operations Corp. effective February 21, 2012 (incorporated by reference from our annual report on Form 10-K filed on June 14, 2013)
 
Certification of Michael Caetano Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
 
Certification of Robert Da Cunha Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
 
Certification of Michael Caetano Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
 
Certification of Robert Da Cunha Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
99.1
 
Audit Committee Charter (incorporated by reference from our annual report on Form 10-K filed on June 14, 2013)
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 LABEL LINKBASE
101.PRE*
 
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Filed herewith.

 
26

 
 
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.
 
 
STRONGBOW RESOURCES INC.
 
       
Date
By:
/s/ Michael Caetano  
   
Michael Caetano
 
   
Chief Executive Officer
 
   
President, Secretary, Treasurer and Director
 
   
(Principal Executive Officer)
 
       
   
/s/ Robert Da Cunha
 
   
Robert Da Cunha
 
   
Chief Financial Officer
 
   
Director
 
   
(Principal Financial Officer and Principal Accounting Officer)
 
 
Date: January 14, 2014

 
 
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