Fortem Resources Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Fortem Resources Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - Fortem Resources Inc.	ex_311.htm
EX-31.2 - CERTIFICATION - Fortem Resources Inc.	ex_312.htm
EX-32.1 - CERTIFICATION - Fortem Resources Inc.	ex_321.htm
EX-32.2 - CERTIFICATION - Fortem Resources Inc.	ex_322.htm

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, 2014

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, 2015, there were 29,881,824 shares of common stock, par value $0.001, outstanding.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS		1

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		8

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		14

ITEM 4. CONTROLS AND PROCEDURES		14

PART II - OTHER INFORMATION		15

ITEM 1. LEGAL PROCEEDINGS		15

ITEM 1A. RISK FACTORS		17

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		24

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		24

ITEM 4. MINE SAFETY DISCLOSURES		25

ITEM 5. OTHER INFORMATION		25

ITEM 6. EXHIBITS		25

SIGNATURES

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

NOVEMBER 30, 2014

(An Exploration Stage Company)

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

STRONGBOW RESOURCES INC.

(An Exploration Stage Company)

BALANCE SHEETS

	November 30, 2014			February 28, 2014
	$			$
	(Unaudited)
ASSETS

Current assets
Cash		67,562			43,137
Receivable		-			1,702
Prepaid expense and other		25,700			81
Due from related party		26,349			-
Note receivable		25,000			-
		144,611			44,920

Equipment		67,406			60,789
Oil and gas properties, full cost method		993,538			992,197
		1,205,555			1,097,906


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable		548,525			984,288
Accrued liabilities		153,703			92,557
Due to related parties		10,500			72,553
Advances and notes payable		21,958			558,540
Derivative financial liabilities		419,329			-
		1,154,015			1,707,938

Asset retirement obligations		23,124			31,354
		1,177,139			1,739,292

Stockholders' deficit
Capital Stock
Authorized:
750,000,000 common shares, par value $0.001 per share
Issued and outstanding:
29,881,824 common shares (27,121,684 at February 28, 2014)		21,772			19,787
Additional paid in capital		3,030,598			2,255,304
Accumulated other comprehensive loss		(59,113	)		(21,560	)
Deficit accumulated during the exploration stage		(2,964,841	)		(2,894,917	)
		28,416			(641,386
		1,205,555			1,097,906

The accompanying notes are an integral part of these financial statements

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,
	2014			2014			2013			2014			2013

General and administrative expenses
Consulting	$	637,650		$	39,662		$	-		$	69,885		$	-
Depreciation		5,713			914			800			2,514			2,400
Impairment of oil and gas property		913,215			-			-			-			-
Management fees		611,983			25,503			(115	)		80,487			42,288
Office, travel and general (recovery)		489,602			(6,120	)		8,711			24,968			41,256
Professional fees		564,280			30,799			53,812			82,817			131,673
Total general and administrative expenses		(3,222,443	)		(90,758	)		(63,208	)		(260,671	)		(217,617	)

Loss from operations		(3,222,443	)		(90,758	)		(63,208	)		(260,671	)		(217,617	)

Gain on settlement of debt		311,891			133,347			95,424			187,134			151,614
Loss on settlement of notes payable		(62,280	)		(62,280	)		-			(62,280	)		-
Interest income (expense)		(41,562	)		65			(232	)		93			(207	)
Gain on fair value adjustment of derivative financial liabilities		65,800			65,800			-			65,800			-
Interest expense recovery		8,753			-			-			-			9,105
Loss on settlement of deposit		(25,000	)		-			-			-			-
Net income (loss)		(2,964,841	)		46,174			31,984			(69,924	)		(57,105	)

Foreign currency translation		(59,113	)		(640	)		17,910			(37,553	)		42,303
Comprehensive income (loss)		(3,023,954	)		45,534			49,894			(107,477	)		(14,802	)


Basic income (loss) per share					0.00			0.00			(0.00	)		(0.00	)

Weighted average number of basic
common shares outstanding					29,569,905			27,501,396			28,576,849			27,357,176

Diluted income (loss) per share					0.00			0.00			(0.00	)		(0.00	)

Weighted average number of diluted
common shares outstanding					30,627,927			27,501,396			28,929,868			27,357,176

The accompanying notes are an integral part of these financial statements

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,
	2014			2014			2013


Cash flows used in operating activities
Net loss	$	(2,964,841	)	$	(69,924	)	$	(57,105	)
Non-cash items
Gain on settlement of debt		(311,891	)		(187,134	)		(151,614	)
Loss on settlement of notes payable		62,280			62,280			-
Impairment of oil and gas property		913,215			-			-
Gain on fair value adjustment of derivative financial liabilities		(65,800	)		(65,800	)		-
Service fees paid in stock		44,000			-			-
Depreciation		5,713			2,514			2,400
Changes in non-cash working capital items
Receivable		-			1,702			99,271
Prepaid expenses		(28,432	)		(28,350	)		6,916
Accounts payable and accrued liabilities		175,838			(59,462	)		(74,714	)
Assignment of accrued expenses		25,271			-			-
Cash used in operating activities		(2,144,647	)		(344,174	)		(174,846	)

Cash flows used in investing activities
Expenditures on oil and gas properties		(1,114,340	)		(130,082	)		(164,608	)
Expenditures on equipment		(73,119	)		(9,131	)		-
Cash used in investing activities		(1,187,459	)		(139,213	)		(164,608	)

Cash flows from financing activities
Common stock issued for cash		2,708,977			756,657			291,420
Advances to note receivable		(25,000	)		(25,000	)		-
Proceeds from (repayments of) advances and notes payable		441,130			(177,525	)		23,518
Net proceeds from (to) related parties		204,907			(88,402	)		3,432
Cash provided by financing activities		3,330,014			465,730			318,370

Effect of foreign exchange		69,654			42,082			21,337

Change in cash		67,562			24,425			253
Cash, beginning of period		-			43,137			4,429
Cash, end of period		67,562			67,562			4,682

Supplemental disclosure
Cash paid for interest		900			-			-
Cash paid for income taxes		-			-			-

Non-cash transactions
Common stock issued for services		44,000			-			-
Accrued expenditures on oil and gas properties		419,476			-			-
Note payable forgiven in assignment transaction		150,000			-			-
Settlement of related parties debt		85,500			-			-
Common stock issued as repayment of note payable		394,923			376,923			-
Common stock issued as settlement of accounts payable		128,828			128,828			-

The accompanying notes are an integral part of these financial statements

STRONGBOW RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

November 30, 2014

(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, 2014, the Company has not achieved profitable operations and has accumulated a deficit of $2,964,841.

As of November 30, 2014, one Statement of Claim totaling $247,037 (CAD$281,267) is outstanding against the Company for non-payment of past due invoices. The Claim remaining is 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, 2014 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, 2014 are not necessarily indicative of the results that may be expected for the year ending February 28, 2015.

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.

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.

During the year ended February 28, 2014, the Company estimated that the net present value of future cash flows from the property is $992,197 and recorded an impairment charge of $344,603.

During the year ended February 28, 2014, net proceeds of $18,632 received from the sales of oil less direct costs of $35,565 was credited to the carrying value of the oil and gas properties.

As of November 30, 2014, the Company has incurred approximately $970,400 in exploration costs to drill, complete and equip the Test Well.

During the nine months ended November 30, 2014, net proceeds of $10,198 received from the sales of oil less direct costs of $13,142 was added to the carrying value of the oil and gas properties.

4. EQUIPMENT

	November 30, 2014
	Cost		Accumulated Depreciation		Net Book Value
	$		$		$
Oil and gas equipment		73,119		5,713		67,406

	February 28, 2014
	Cost		Accumulated Depreciation		Net Book Value
	$		$		$
Oil and gas equipment		63,988		3,199		60,789

5. NOTE RECEIVABLE

On September 24, 2014, the Company accepted a promissory note of $25,000 from an unrelated party in exchange for a demand loan of $25,000. As at November 30, 2014, the Company had $25,000 in note receivable. The note receivable is unsecured, non-interest bearing and payable upon demand.

6. ADVANCES AND NOTES PAYABLE

As at November 30, 2014, the Company had $21,958 (CAD$25,000) in short term note obligation to an unrelated party. The note payable is unsecured, non-interest bearing and payable upon demand.

On October 16, 2014, the Company paid $177,525 (CAD$200,000) and issued 538,461 common shares of the Company at a fair value of $0.70 (CAD$0.79) per share as full and final payment to settle the notes payable of $555,000. As a result of the settlement, the Company recorded a loss on settlement of debt totalling $62,280 (CAD$69,641).

7. 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 $43,915 (CAD$50,000) reflecting payments commencing in 2024. This estimate was adjusted for an inflation rate of 2.00% and then discounted at a rate of 10.00% for a net present value of $23,124 (CAD$26,328) as at November 30, 2014.

8. DERIVATIVE FINANCIAL LIABILITIES


Balance, February 28, 2014		-
Warrants issued	$	485,129
Fair value adjustment		(65,800	)
Balance, November 30, 2014		419,329

The derivative liability consists of the fair value of share purchase warrants that were issued in unit private placements that have an exercise price in a currency other than the functional currency of the Company. The derivative liability is a non-cash liability as the Company will not be required to expend any cash.

The fair value of the warrants was determined using the Black-Scholes option pricing model using the following current market assumptions:

Volatility		109	%
Risk-free interest rate		1.11	%
Expected life	2.68 years
Dividend yield	nil

9. SHARE CAPITAL

On March 17, 2014, the Company completed a one for four reverse stock split of the issued and outstanding common stock. All share and per share information in these financial statements has been retroactively restated to reflect the consolidation.

On April 25, 2014, the Company issued 100,000 common shares at a price of $0.50 per share. Gross proceeds from the private placement totaled $50,000.

In June 2014, the Company issued 200,000 common shares with a fair value of $0.64 (CAD$0.70) per share to settle outstanding debt of $128,828 (CAD$140,000).

In June 2014, the Company issued 66,666 common shares at a price of $0.69 (CAD$0.75) per share for gross proceeds of $46,000 (CAD$50,000). Pursuant to the private placement, the Company paid a finder’s fee of $2,343 (CAD$2,500).

In August 2014, the Company issued 80,000 units at a price of $0.65 per unit for gross proceeds of $52,000. Each unit consists of one common share of the Company and one common share purchase warrant, with each warrant being exercisable into one additional share at an exercise price of $1.50 for a period of two years.

In September 2014, the Company issued 1,000,000 units at a price of $0.65 per unit for gross proceeds of $650,000. Each unit consists of one common share of the Company and one common share purchase warrant, with each warrant being exercisable into one additional share at an exercise price of $1.00 for a period of three years. Pursuant to the private placement, the Company paid a finder’s fee of $39,000.

In October 2014, the Company issued 538,461 common shares with a fair value of $0.70 per share to settle notes payable of $315,107 (CAD$355,000).

Warrants

A summary of the share purchase warrants outstanding and exercisable at November 30, 2014 is as follows:

Exercise Price	Number Outstanding	Expiry Date
$
1.50	80,000	August 22, 2016
1.00	1,000,000	September 3, 2017

10. RELATED PARTY TRANSACTIONS

During the nine months ended November 30, 2014, the Company

●	Incurred a total of $nil (November 30, 2013 - $42,288) in management fees to former directors and officers of the Company.

●	Incurred a total of $80,487 (November 30, 2013 - $nil) in management fees to a director and officer of the Company.

●	Incurred a total of $7,646 (November 30, 2013 - $nil) in consulting fees to a director and officer of the Company.

As at November 30, 2014, $36,000 (February 28, 2014 - $36,000) was owing to a former director and officer of the Company and have been included in accounts payable. As at November 30, 2014, $140,528 (February 28, 2014 - $66,913) was owing to a director and officer of the Company and has been included in accrued liabilities. The amounts are non-interest bearing and unsecured.

The Company also advanced $26,349 (CAD$30,000) (February 28, 2014 - $nil) to a director and officer of the Company in which is shown as due from related parties.

Advances from related parties consist of the following:

	November 30, 2014		February 28, 2014
	$		$
Advances from a shareholder		10,500		10,500
Advances from a director and officer of the Company		-		62,053
Total		10,500		72,553

All of the Company’s advances from (to) related parties are non-interest bearing, unsecured, and payable upon demand.

11. CONTINGENCIES

During the nine months ended November 30, 2014, the Company settled $900,916 (CAD$1,007,398) of debt and note payable for an aggregate settlement amount of $767,699 (CAD$858,436) with various vendors and recognized a net gain on settlement of $124,854 net of GST of $8,363.

As of November 30, 2014, one Statement of Claim totaling $247,037 (CAD$281,267) are outstanding against the Company for non-payment of past due invoices. The Company has not yet resolved the remaining Statement of Claim and the remaining Statement of Claim are recorded as accounts payable.

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; and

●	our expectation that we will be able to raise capital when we need it, including pursuant to the LOI with the Investor.

Assumptions in respect of forward-looking statements have been made regarding, among other things:

●	volatility in market prices for oil and natural gas;

●	volatility in exchange rates;

●	liabilities inherent in oil and natural gas operations;

●	changes or fluctuations in production levels;

●	unexpected adverse weather conditions;

●	stock market volatility and market valuation of our common shares;

●	uncertainties associated with estimating oil and natural gas reserves;

●	competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel;

●	incorrect assessments of the value of exploration and development programs;

●	geological, technical, drilling, production and processing problems;

●	changes in legislation, including changes in tax laws, royalty rates and incentive programs relating to the oil and natural gas industry; and

●	our ability to raise capital.

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.

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.

Effective March 17, 2014, we conducted a one-for-four reverse stock split of our issued and outstanding common stock. As a result, the number of the issued and outstanding common shares decreased from 111,586,705 shares to 27,896,684 shares. Our authorized capital of 750,000,000 shares of common stock with a par value of $0.001 was unchanged.

Our Current Business

As of November 30, 2014, we have incurred approximately $970,400 in exploration costs to drill, complete and equip the Test Well. We also recorded $23,124 in asset retirement obligations related to the future plugging and abandonment of the Test Well.

During the nine months ended November 30, 2014, we generated revenues of $10,198 from pre-production sales of oil. For accounting purposes, the proceeds from the sales less direct costs of $13,142 was added to the carrying value of the oil and gas properties.

As of January 14, 2015, it is too early to provide stabilized production forecasts.

Non-Binding Letter of Intent

In July 2014, we entered into a non-binding letter of intent (“LOI”) with Canadian Chamber of Commerce in South China (the “Investor”) for an investment of up to $75 million in our company. The Investor is working with us to identify two new projects and provide the capital needed by us to acquire and develop those projects and develop the existing Compeer project. The $75 million would be disbursed in three phases.

Phase 1 would be an investment of $10 million for Project A, which is anticipated to consist of acquiring production, production enhancement, re-entry and infill drilling. Phase 2 would be an investment of $30 million for Project B, which is anticipated to be the acquisition of a larger scale project than Project A. The final phase 3 would be an investment of $35 million to develop the 8 sections (5,120 acres) of our current Compeer asset in Alberta.

As of January 14, 2015, we are working on the evaluation after each phase to determine a fair market price for the investment in order to reduce dilution to the current shareholders of our company. As the LOI is non-binding, there is no commitment from the Investor and any potential investment would be subject to satisfactory due diligence by the Investor.

During fiscal 2015, 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.

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, 2014 and 2013 which are included herein:

	For the three months ended				For the nine months ended
	November 30, 2014		November 30, 2013		November 30, 2014			November 30, 2013
Oil and gas sales	$	6,029	$	-	$	10,198		$	18,733
Expenses	$	90,758	$	63,208	$	260,671		$	217,617
Net income (loss)	$	46,174	$	31,984	$	(69,924	)	$	(57,105	)

Revenues

During the nine month period ended November 30, 2014, we generated revenue of $10,198 (November 30, 2013 - $18,733) from pre-production sales of oil, which has been credited against the carrying value of the oil and gas properties.

Expenses

Expenses increased during the nine month period ended November 30, 2014 to $260,671 as compared to $217,617 during the nine month period ended November 30, 2013.

The table below details the changes in major expenditures for the nine months ended November 30, 2014 as compared to the corresponding nine months ended November 30, 2013:

Expenses	Increase / Decrease in Expenses	Explanation for Change

Consulting fees	Increase of $69,885	Increase due to consulting services related to investor relation, market awareness, and oil and gas property during the nine months ended November 30, 2014.

Management fees	Increase of $38,199	Increase due to compensation to management of the Company beginning August 2013.

Office, travel and general expenses	Decrease of $16,288	Decrease due to decrease in insurance, general office expenses, office rent, and travel expenses.

Professional fees	Decrease of $48,856	Decrease due to less professional services used for corporate filings, accounting, and professional services.

Liquidity and Capital Resources

Working Capital

	November 30, 2014			February 28, 2014
Current Assets	$	144,611		$	44,920
Current Liabilities	$	1,154,015		$	1,707,938
Working Capital (Deficiency)	$	(1,009,404	)	$	(1,663,018	)

We had cash of $67,562 and a working capital deficit of $1,009,404 as of November 30, 2014 compared to cash of $43,137 and working capital deficit of $1,663,018 as of February 28, 2014.

We anticipate general and administrative expense will be similar during the current fiscal year compared to fiscal 2014.

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.

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, 2014, 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, 2014			Nine months ended November 30, 2013
Net Cash Provided by (Used in) Operating Activities	$	(344,174	)	$	(174,846	)
Net Cash Provided by (Used in) Investing Activities	$	(139,213	)	$	(164,608	)
Net Cash Provided by (Used in) Financing Activities	$	465,730		$	318,370
Net Increase in Cash	$	24,425		$	253

Cash Used in Operating Activities

Our cash used in operating activities for the nine months ended November 30, 2014, compared to our cash used in operating activities for the nine months ended November 30, 2013, increased by $169,328, primarily due to an increase in non-cash working capital items and net loss from operations.

Cash Used in Investing Activities

Our cash used in investing activities for the nine months ended November 30, 2014, compared to our cash used in investing activities for the nine months ended November 31, 2013, decreased by $25,395 due to 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, 2014, compared to our cash provided by financing activities for the nine months ended November 30, 2013, increased by $147,360 due to a increase in common stock issued for cash.

Contractual Obligations

Our future contractual obligations as of November 30, 2014 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		$	10,500		$	10,500		—		—		—
Advances and notes payable			21,958			21,958		—		—		—
Total		$	32,458		$	32,458		—		—		—

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, 2014, 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 $69,924 during the nine month period ended November 30, 2014, and approximately $2,964,841 from inception (July 9, 2004) through November 30, 2014. 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, 2014. 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, 2014 and no material weakness has been detected within our company.

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

There were no changes in our internal control over financial reporting during the fiscal quarter ended November 30, 2014 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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.

We were subject to the following claims:

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. In September 2014, the Company settled the remaining amount owing of $15,910.39 for a settlement amount of $3,278.44 with the Plaintiff.

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. In October 2014, the Company settled the remaining amount owing of $14,524.28 for a settlement amount of $4,357.28 with the Plaintiff.

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. In October 2014, the Company settled the remaining amount owing of $14,951.53 for a settlement amount of $2,980 with the Plaintiff.

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. In November 2014, the Company settled the remaining amount owing of $3,587 for a settlement amount of $1,500.00 with the Plaintiff.

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 $133,844.64 representing the unpaid invoice purchasing certain oil and gas related tubular goods from the Plaintiff. In September 2014, the Company settled the amount owing of $133,844.64 for a settlement amount of $35,000 with the Plaintiff. The Court acknowledged that the default judgment has been satisfied on September 10, 2014. In September 2014, the Company settled the amount owing of $133,844.64 for a settlement amount of $35,000.00 with 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. In October 2014, the Company settled the amount owing of $16,776.99 for a settlement amount of $10,750.00 with the Plaintiff.

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.

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 $2,964,841 as at November 30, 2014. 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.

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.

Future growth could strain our personnel and infrastructure resources, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

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.

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.

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.

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.

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.

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, 2014, 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.

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)
10.2		Debt Settlement Agreement dated October 16, 2014, amongst the Company, Professional Trading S.A. and Stockbridge Resources Corp. (incorporated by reference from our current report on Form 8-K filed on October 20, 2014.)
31.1*		Certification of Michael Caetano Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
31.2*		Certification of Robert Da Cunha Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
32.1*		Certification of Michael Caetano Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
32.2*		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.

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.

	By:	/s/ Michael Caetano
		Michael Caetano
		Chief Executive Officer President, Secretary, Treasurer and Director (Principal Executive Officer)



Date: January 14, 2015	By:	/s/ Robert Da Cunha
		Robert Da Cunha
		Chief Financial Officer Director (Principal Financial Officer and Principal Accounting Officer)

Attached files

Fortem Resources Inc. Reports

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