UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549










FORM 10-Q











x     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended August 31, 2011





OR





o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ______ to ______.





Commission File Number: 000-52721








Fox Petroleum Inc.


(Exact name of registrant as specified in its charter)














Nevada


27-1885936(State or other jurisdiction of

incorporation or organization)


(IRS Employer Identification No.)545 Eighth Avenue, Suite 401

New York, NY


10018(Address of principal executive offices)


(Zip Code)





(212) 560-5195


(Registrant’s telephone number, including area code)











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





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act:





Large Accelerated Filer  o
Accelerated Filer  oNon-Accelerated Filer  o
Smaller Reporting Company  x





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





As of as of October 17, 2011 the registrant had 1,626,860,653 shares of its Common Stock, $0.001 par value, outstanding.














FOX PETROLEUM INC.


FORM 10-Q


AUGUST 31, 2011


INDEX





PART I – FINANCIAL INFORMATION
PageItem 1.
Financial StatementsConsolidated Balance Sheets as of August 31, 2011 (unaudited) and February 28, 2011
3Consolidated Statements of Operations for the Three and Six Months Ended August 31, 2011 and 2010 and for the Period November 4, 2004 (Inception) to August 31, 2011 (unaudited)
4Consolidated Statements of Cash Flows for the Six Months Ended August 31, 2011 and 2010 and for the Period November 4, 2004 (Inception) to August 31, 2011 (unaudited)
5Notes to Consolidated Financial Statements (unaudited)
7Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34Item 3
Quantitative and Qualitative Disclosures About Market Risk
36Item 4.
Controls and Procedures
36PART II – OTHER INFORMATIONItem 1.
Legal Proceedings
37Item 1.A.
Risk Factors
37Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
37Item 3.
Defaults Upon Senior Securities
38Item 4.
(Removed & Reserved)
38Item 5.
Other Information
38Item 6.
Exhibits
38SIGNATURE

39








PART I – FINANCIAL INFORMATION





Item 1. Financial Statements





Fox Petroleum Inc. and Subsidiaries(An Development Stage Company)Consolidated Balance SheetsAugust 31,


February 28,2011


2011(Unaudited)


RestatedASSETSCurrent assetsCash

$
-


$
-Due from affiliate


22,500



22,500Total current assets


22,500



22,500Property and equipment, net


25,173



35,991Total assets

$
47,673


$
58,491LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable and accrued expenses

$
2,500


$
14,432,928Accrued interest


1,477,952



1,234,651Accrued interest, related parties


1,502



143,228Due to officer


42,611



3,789Notes payable


5,320,333



5,343,932Notes payable, related parties


5,019



196,468Total current liabilities


6,849,917



21,354,996Fees payable in stock and warrants


-



4,364Stockholders' deficitPreferred stock, $0.001 par value, 100,000,000 and 50,000,000 sharesauthorized, 50,000,000 and no shares shares issued andoutstanding at August 31 and February 28, 2011, respectively


50,000



-Common stock, $.001 par value, 2,900,000,000 and 90,000,000 sharesauthorized, 1,617,397,966 and 111,924,997 shares issued andoutstanding at August 31 and February 28, 2011, respectively


1,617,398



111,925Additional paid-in capital


39,568,165



22,738,715Accumulated other comprehensive income (loss)


(758
)


(17,883
)Deficit accumulated during the development stage


(48,037,049
)


(44,133,626
)Total stockholders' deficit


(6,802,244
)


(21,300,869
)Total liabilities and stockholders' deficit

$
47,673


$
58,491See accompanying notes to unaudited consolidated financial statements.





3


Fox Petroleum Inc. and Subsidiaries(An Development Stage Company)Consolidated Statements of Operations(Unaudited)For the PeriodNovember 4, 2004For the Three Months Ended


For the Six Months Ended


(Inception) toAugust 31,


August 31,


August 31,


August 31,


August 31,2011


2010


2011


2010


2011Restated





Restated


RestatedSales revenue

$
-


$
-


$
-


$
-


$
-Operating expenses:General and administrative expenses


18,446



1,345,800



29,618



1,345,800



4,316,924Consulting fees


13,948,500



-



13,994,136



-



18,170,390Finance Fees


-



-



-



(514,500
)


9,218,304Impairment of oil and gas assets


-



-



-



-



10,046,683Loss on failure to perform obligations underoil and gas commitments


-



-



-



-



12,910,000Management fees


-



-



-



-



1,380,186Total operating expenses


13,966,946



1,345,800



14,023,754



831,300



56,042,487Loss from operations


(13,966,946
)


(1,345,800
)


(14,023,754
)


(831,300
)


(56,042,487
)Other income (expense):Gain on recovery of VAT receivable


-



-



-



-



78,451Gain on recovery of payables


14,417,928



-



14,417,928



-



17,727,691Interest and other income


-



-



-



-



9,986Interest expense


(124,794
)


(120,129
)


(251,023
)


(237,686
)


(2,056,135
)Impairment of Goodwill


-



(397,575
)


-



(397,575
)


(397,575
)Accretion of convertible note discounts


(2,513
)


-



(13,401
)


-



(2,608,157
)Loss on conversion of debt


(3,999,923
)


-



(4,033,173
)


-



(4,748,823
)Total other income (expense)


10,290,698



(517,704
)


10,120,331



(635,261
)


8,005,438Loss before income taxes


(3,676,248
)


(1,863,504
)


(3,903,423
)


(1,466,561
)


(48,037,049
)Provision for income taxes


-



-



-



-



-Net loss

$
(3,676,248
)

$
(1,863,504
)

$
(3,903,423
)

$
(1,466,561
)

$
(48,037,049
)Net loss per share - basic and diluted

$
(0.00
)

$
(0.05
)

$
(0.00
)

$
(0.04
)Weighted average number of sharesoutstanding - Basic and Diluted


1,586,972,018



35,980,487



851,646,877



34,607,790Net loss

$
(3,676,248
)

$
(1,863,504
)

$
(3,903,423
)

$
(1,466,561
)

$
(48,037,049
)Foreign currency translation gain (loss)


17,172



15,721



17,125



15,721



9,003Total comprehensive loss

$
(3,659,076
)

$
(1,847,783
)

$
(3,886,298
)

$
(1,450,840
)

$
(48,028,046
)See accompanying notes to unaudited consolidated financial statements.





4








Fox Petroleum Inc. and Subsidiaries(An Development Stage Company)Consolidated Statements of Cash Flows(Unaudited)For the PeriodNovember 4, 2004(Inception) toFor the Six Months Ended August 31,


August 31,2011


2010


2011RestatedCash flows from operating activities:Net income (loss)

$
(3,903,423
)

$
(1,466,561
)

$
(48,037,049
)Adjustments to reconcile net loss to net cash from (used in) operations:Donated services and rent


-



-



21,000Depreciation


10,796



1,686



22,857Accretion of convertible debt discount


13,401



-



2,608,157Loss on debt conversion


4,033,173







4,748,823Fees payable in stock and warrants


(4,364
)


-



(7,374
)Finance fees paid in stock and warrants


-



(514,500
)


7,755,794Gain on settlement of accounts payable


(14,417,928
)


-



(17,727,691
)Impairment of oil and gas assets


-



-



10,046,683Impairment of goodwill


-



397,575



397,575Gain of VAT receivable written off


-



-



(78,451
)Stock issued for services


13,991,000



1,344,112



17,450,612Changes in operating assets and liabilities:VAT Refund and other receivables


-



-



78,451Accounts payable and accrued expenses


(12,500
)


-



18,294,488Accrued interest


243,301



235,956



1,447,893Accrued interest, related parties


7,722



-



18,899Net cash from (used in) operating activities


(38,822
)


(1,732
)


(2,959,333
)Cash flows from investing activities:Cash acquired from acquisitions


-



9



9Advances to related entities


-



-



(22,500
)Proceeds (investment) in oil and gas interests


-



-



(7,702,687
)Net cash from (used in) investing activities


-



9



(7,725,178
)Cash flows from financing activities:Proceeds from issuance of common stock


-



-



6,196,900Proceeds from issuance of notes payable


-



-



4,445,000Advances from officer


38,822



-



42,611Advances from related parties


-



-



34,000Repayments of advances from related parties


-



-



(34,000
)Net cash from (used in) financing activities


38,822



-



10,684,511Effect of exchange rate changes on cash


-



1,729



-Net increase in cash


-



6



-Cash at beginning of period


-



-



-Cash at end of period

$
-


$
6


$
-See accompanying notes to unaudited consolidated financial statementscontinued on next page




5




Fox Petroleum Inc. and Subsidiaries(An Development Stage Company)Consolidated Statements of Cash Flows (Continued)(Unaudited)For the PeriodNovember 4, 2004(Inception) toFor the Six Months Ended August 31,


August 31,2011


2010


2011Restated


RestatedSupplemental disclosure of cash flow information:Cash paid for interest

$
-


$
-


$
16,667Cash paid for taxes

$
-


$
-


$
-Non-cash investing and financing activities:Common stock issued in conversion of notes payableand accrued interest, related parties

$
4,324,000


$
-


$
5,078,400Common stock issued in conversion of notes payable

$
69,923


$
-


$
69,923Cancellation of subscriptions for 52,000,000 shares of common stock

$
-


$
26,000,000


$
26,000,000Issuance of 1,750,000 shares of common stock for acquisitionof 1536692 Ontario, Inc.

$
-


$
96,250


$
96,250Benefical conversion feature on convertible debt

$
-


$
-


$
2,608,157Issuance of 52,000,000 common stock subscriptions

$
-


$
-


$
26,000,000Issuance of 4,080,000 shares of common stock for oil and gas interests

$
-


$
-


$
1,965,702See accompanying notes to unaudited consolidated financial statements.




6





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 1 – Restatement of Consolidated Financial Statements





The Company restated its previously issued consolidated financial statements included in its original Annual Report on Form 10-K for the year ended February 28, 2011 in its Amendment No. 1 to Form 10-K on August 9, 2011 to reflect the effects of accounting and reporting errors, and to record the acquisition of its wholly-owned subsidiary, resulting from a deficiency in its accounting and financial statement preparation process. This error and the related adjustments resulted in an understatement of net loss of $1,378,373 for the year ended February 28, 2011 and the understatements of $58,491and $1,394,373 of total assets and  deficits accumulated during the development stage, respectively, and the
overstatement of $2,3174,583 of total current liabilities. The revisions applied to the affected individual line items in the consolidated balance sheet as of February 28, 2011 are as follows:





Consolidated Balance Sheet – February 28, 2011


February 28, 2011As previously





Asreported


Adjustments


restatedASSETSCurrent assetsCash

$
-


$
-


$
-Due from affiliate


-



22,500



22,500Total current assets


-



22,500



22,500Property and equipment, net


-



35,991



35,991Total assets

$
-


$
58,491


$
58,491LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable and accrued expenses

$
18,360,246


$
(3,927,318
)

$
14,432,928Accrued interest


-



1,234,651



1,234,651Accrued interest, related parties


-



143,228



143,228Due to officer


-



3,789



3,789Notes payable


5,312,333



31,599



5,343,932Notes payable, related parties


-



196,468



196,468Total current liabilities


23,672,579



(2,317,583
)


21,354,996Fees payable in stock and warrants


44,461



(40,097
)


4,364Stockholders' deficitPreferred stock


-



-



-Common stock


84,818



27,107



111,925Additional paid-in capital


44,937,395



(22,198,680
)


22,738,715Subscriptions receivable


(26,000,000
)


26,000,000



-Accumulated other comprehensive income (loss)


-



(17,883
)


(17,883
)Deficit accumulated during the exploration stage


(42,739,253
)


(1,394,373
)


(44,133,626
)Total stockholders' deficit


(23,717,040
)


2,416,171



(21,300,869
)Total liabilities and stockholders' deficit

$
-


$
58,491


$
58,491




7







Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 1 – Restatement of Consolidated Financial Statements (Continued)





The Company restated its previously issued unaudited consolidated financial statements included in the Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarter ended August 31, 2010 in its Amendment No. 2 to Form 10-Q on September 29, 2011 to reflect the effects of accounting and reporting errors resulting from a deficiency in its accounting and financial statement preparation process. This error and the related adjustments resulted in an understatement of net income of $1,847,504 and $1,466,561 for the three and six  months ended August 31, 2010, respectively, and the understatement of $1,466,561 of deficits accumulated during the development stage, and the understatement of $578,173 of
total current liabilities, as of August 31, 2010. The revisions applied to the affected individual line items in the consolidated financial statements are as follows:





Consolidated Balance Sheet – August 31, 2010




August 31, 2010As previously





Asreported


Adjustments


restatedASSETSCurrent assetsCash

$
-


$
6


$
6Total current assets


-



6



6Property and equipment, net


-



43,428



43,428Total assets

$
-


$
43,434


$
43,434LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable and accrued expenses

$
18,360,246


$
(757,698
)

$
17,602,548Accrued interest


-



993,654



993,654Accrued interest, related parties


-



123,819



123,819Notes payable


5,312,333



-



5,312,333Notes payable, related parties


-



218,398



218,398Total current liabilities


23,672,579



578,173



24,250,752Fees payable in stock and warrants


44,461



-



44,461Stockholders' deficitCommon stock


84,818



(16,568
)


68,250Additional paid-in capital


44,937,395



(25,057,570
)


19,879,825Subscriptions receivable


(26,000,000
)


26,000,000



-Accumulated other comprehensive income (loss)


-



5,960



5,960Deficit accumulated during the development stage


(42,739,253
)


(1,466,561
)


(44,205,814
)Total stockholders' deficit


(23,717,040
)


(534,739
)


(24,251,779
)Total liabilities and stockholders' deficit

$
-


$
43,434


$
43,434


8





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 1 – Restatement of Consolidated Financial Statements (Continued)





Consolidated Statements of Operations – Three Months ended August 31, 2010




Three Months ended August 31, 2010As previously





Asreported


Adjustments


restatedSales revenue

$
-


$
-


$
-Operating expenses:General and administrative expenses


-



1,345,800



1,345,800Consulting fees


16,000



(16,000
)


-Total operating expenses


16,000



1,329,800



1,345,800Loss from operations


(16,000
)


(1,329,800
)


(1,345,800
)Other income (expense):Interest expense


-



(120,129
)


(120,129
)Impairment of goodwill


-



(397,575
)


(397,575
)Total other income (expense)


-



(517,704
)


(517,704
)Loss before income taxes


(16,000
)


(1,847,504
)


(1,863,504
)Provision for income taxes


-



-



-Net loss

$
(16,000
)

$
(1,847,504
)

$
(1,863,504
)Net loss per share - basic and diluted

$
(0.00
)





$
(0.05
)Weighted average number of sharesoutstanding - Basic and Diluted


24,063,670



11,916,817



35,980,487





9




Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 1 – Restatement of Consolidated Financial Statements (Continued)





Consolidated Statements of Operations – Six Months ended August 31, 2010


Six Months ended August 31, 2010As previously





Asreported


Adjustments


restatedSales revenue

$
-


$
-


$
-Operating expenses:General and administrative expenses


-



1,345,800



1,345,800Finance Fees


-



(514,500
)


(514,500
)Total operating expenses


-



831,300



831,300Loss from operations


-



(831,300
)


(831,300
)Other income (expense):Interest expense


-



(237,686
)


(237,686
)Impairment of goodwill


-



(397,575
)


(397,575
)Total other income (expense)


-



(635,261
)


(635,261
)Loss before income taxes


-



(1,466,561
)


(1,466,561
)Provision for income taxes


-



-



-Net loss

$
-


$
(1,466,561
)

$
(1,466,561
)Net loss per share - basic and diluted

$
-






$
(0.04
)Weighted average number of sharesoutstanding - Basic and Diluted


-



34,607,790



34,607,790


10




Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 1 – Restatement of Consolidated Financial Statements (Continued)





Consolidated Statements of Cash Flows – Six Months Ended August 31, 2010




Six Months ended August 31, 2010As previously





Asreported


Adjustments


restatedCash flows from operating activities:Net loss

$
-


$
(1,466,561
)

$
(1,466,561
)Adjustments to reconcile net income loss tonet cash used in operations:Depreciation


-



1,686



1,686Finance fees paid in stock and warrants


-



(514,500
)


(514,500
)Impairment of goodwill


-



397,575



397,575Stock issued for services


-



1,344,112



1,344,112Changes in operating assets and liabilities:Accrued interest


-



235,956



235,956Net cash used in operating activities


-



(1,732
)


(1,732
)Cash flows from investing activities:Proceeds (investment) in oil and gas interests


-



9



9Net from investing activities


-



9



9Cash flows from financing activities:Proceeds from issuance of common stock


-



-



-Proceeds from issuance of notes payable


-



-



-Net cash from financing activities


-



-



-Effect of exchange rate changes on cash


-



1,729



1,729Net increase in cash


-



6



6Cash at beginning of period


-



-



-Cash at end of period

$
-


$
6


$
6




11





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 2 – Nature of Business, Presentation, and Going Concern





Organization





Fox Petroleum, Inc., the “Company”, was incorporated in Nevada on November 4, 2004 with the intent to engage in the business of oil and gas exploration.  The Company has oil and gas interests in the North Sea and Texas and has not yet determined whether these properties contain reserves that are economically recoverable.  The recoverability of amounts from the properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying properties, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreements and to complete the development of the
properties and upon future profitable production or proceeds for the sale thereof.





On April 17, 2007, we incorporated a wholly owned subsidiary, Fox Petroleum (Alaska) Inc. (“Fox Petroleum Alaska”) under the laws of the State of Alaska in order to carry out our Alaska operations after completing a lease purchase and sale agreement with Fox Petroleum LLC. In order to hold Alaska oil and gas leases, we either had to be registered in Alaska or operate through an Alaska subsidiary.





On May 17, 2007, we incorporated a wholly owned subsidiary, Fox Energy Exploration Limited (“Fox Energy Exploration Limited”), in England and Wales to hold assets in the United Kingdom under a farm-in agreement with Granby Enterprises Limited and Atlantic Petroleum UK Limited.





On June 9, 2010, Richard Moore, the Company’s President / Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer and a member of the Board of Directors, resigned from all positions.  Also on June 9, 2010, the Company’s Board of Directors elected Mr. William Lieberman as a member of the Board of Directors and appointed Mr. Lieberman as the Company’s President / Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer.





On July 15, 2010, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with 1536692 Ontario, Inc. (“Ontario”), a Canadian corporation, and the shareholders of Ontario (“Ontario Shareholders”).  Ontario owns a scrap plastic processing plant with certain equipment, fixtures and improvements and assets located in Hamilton, Ontario, Canada with the intent of engaging in the business of recycling plastics.  Pursuant to the Share Exchange Agreement, the Company acquired, from the Ontario Shareholders, all of the capital stock of Ontario in exchange for an aggregate of 1,750,000 000 newly issued shares of its restricted common stock,
par value $0.001 per share.  The purchase price was determined by the total market value of the newly issued shares on July 15, 2010, totaling $96,250, which was based on the closing market price of the Company’s common stock on the acquisition date.  The acquisition has been accounted for under the purchase method.  The excess of the purchase price paid over the fair value of the assets acquired and liabilities assumed has been classified as goodwill as of the acquisition date.  None of the goodwill is expected to be deductible for income tax purposes.





On July 15, 2010, the Company entered into a Share Exchange Agreement (the “Resource Share Exchange Agreement”) with Resource Polymers Inc. (“Resource”), a Canadian corporation, and the shareholders of Ontario (“Ontario Shareholders”) to acquire 100% of the capital stock of Resource.  As of the date of this report, the acquisition has not been completed as Resource has not satisfied its conditions precedent to closing the exchange and the Company rescinded the Resource Share Exchange Agreement.





On September 7, 2011, the Company entered into a Purchase and Sale agreement to acquire the assets of Renfro Energy LLC, a Texas limited liability company, and Cameron Parish Pipelines LLC, a Texas limited liability company, for a combined $300,000 in cash.  As additional compensation to the seller, the Company agrees to convey and assign at the closing a Ten Percent (10%) Net Profits Interest (“NPI”) to the seller.  NPI is defined as revenues attributable to oil and gas production, less direct expenses and costs, from the Cameron Parish School Board lease (“CPSB”).  The Company expects the acquisition to be completed by October 31, 2011 contingent upon the
successful completion of audits of both companies.





The Company is currently exploring new acquisition opportunities.





12





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 2 – Nature of Business, Presentation, and Going Concern





Basis of Presentation





The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America (“U.S. GAAP”) for interim financial statement presentation and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required in annual financial statements.  In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows.  The results of operations
presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.





These unaudited financial statements should be read in conjunction with our 2011 annual financial statements included in our Amendment No. 1 to Form 10-K, filed with the SEC on August 9, 2011.





Going Concern





The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As reflected in the accompanying unaudited consolidated financial statements, the Company had no cash and an accumulated deficit during the development stage of $47,987,049 at August 31, 2011 and a net loss and net cash used in operations of $3,853,423 and $38,822, respectively, for the six months ended August 31, 2011.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.





The ability of the Company’s to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate revenues, and continue to raise additional investment capital.  No assurance can be given that the Company will be successful in these efforts.





The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.





Note 3 – Summary of Significant Accounting Policies





Use of Estimates





The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates in the accompanying unaudited consolidated financial statements include the valuation of share-based payments and the valuation allowance on deferred tax assets.  Actual results could differ from those estimates and would impact future results of operations and cash flows.





Principles of Consolidation





The consolidated financial statements include the accounts of Fox Petroleum Inc. and its wholly-owned subsidiaries, 1536692 Ontario, Inc., Fox Petroleum (Alaska) Inc. and Fox Energy Exploration Limited.  All significant inter-company balances and transactions have been eliminated in consolidation.





Reclassifications





Certain items on the 2010 statement of operations, and statement of cash flows have been reclassified to conform to the current period presentation.





13





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 3 – Summary of Significant Accounting Policies (Continued)





Cash and Cash Equivalents





The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At August 31 and February 28, 2011, respectively, the Company had no cash equivalents.





Property and Equipment





Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives of 10 years. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is
shorter.





Development Stage and Mineral Property and Exploration Costs





The Company has been in the development stage since November 4, 2004, as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities”, and has not yet realized revenues from its planned operations.  It is primarily engaged in the acquisition, exploration, and development of oil and gas mineral properties.





Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing probable and then proven reserves, then the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable-proven reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. The Company has incurred $17,000 of exploration and acquisition costs and $0 of development costs from inception through August 31, 2011.





Goodwill and other Intangible Assets





Goodwill represents the excess of acquisition consideration paid over the fair value of identifiable net tangible and identifiable intangible assets acquired. Goodwill and other indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, in the third quarter, or earlier upon the occurrence of certain triggering events.





Goodwill is allocated among and evaluated for impairment at the reporting unit level. Management evaluates goodwill for impairment using a two-step process provided by ASC Topic 350 “Intangibles — Goodwill and Other”. The first step is to compare the fair value of each of our reporting units to their respective book values, including goodwill. If the fair value of a reporting unit exceeds its book value, reporting unit goodwill is not considered impaired and the second step of the impairment test is not required. If the book value of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the
impairment test compares the implied fair value of the reporting unit’s goodwill with the book value of that goodwill. If the book value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The Company determined that the goodwill resulting from the acquisition of 1536692 Ontario Inc. of $397,575 was fully impaired as of February 28, 2011 and charged the impairment to operations.





Impairment or Disposal of Long-Lived Assets





The Company accounts for the impairment or disposal of long-lived assets according to ASC 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimate fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management
judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates.





14





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August, 2011


(unaudited)





Note 3 – Summary of Significant Accounting Policies (Continued)





Fair Value of Financial Instruments





FASB ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  ASC 820 states that a fair value measurement should be determined based on the assumptions the market participants would use in pricing the asset or liability.  In addition, ASC 820 specifies a hierarchy of valuation techniques based on whether the types of valuation information (“inputs”) are observable or
unobservable.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.





The three broad levels defined by ASC 820 hierarchy are as follows:





Level 1 – quoted prices for identical assets or liabilities in active markets.





Level 2 – pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date.





Level 3 – valuations derived from methods in which one or more significant inputs or significant value drivers are unobservable in the markets.





These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments.  Changes in such judgments could have a material impact on fair value estimates.  In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes.  Changes in economic conditions may also dramatically affect the estimated fair values.





Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2011. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include amounts due from affiliate, accounts payable and accrued expenses and amounts due to officer. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.





Revenue Recognition





The Company recognizes revenue on arrangements in accordance with ASC Topic 605, “Revenue Recognition”   (“ASC Topic 605”).  Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.  Revenue is recognized when the products are received and accepted by the customer.





Stock Based Compensation





The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.





15





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 3 – Summary of Significant Accounting Policies (Continued)





Stock Based Compensation (Continued)





The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees” ("ASC 505-50"). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options issued to non-employees are recorded in expense and additional paid-in capital in shareholders' equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options at the end of each
period.





The Company has not adopted a stock option plan and has not granted any stock options as of August 31, 2011.





Income Taxes





Income taxes are accounted for under the liability method of accounting for income taxes.  Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.  The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the
change occurs.  Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.





The FASB has issued ASC 740 “Income Taxes” (formerly, Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” – An Interpretation of FASB Statement No. 109 (FIN 48)).  ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position
to determine the amount to recognize in the financial statements.





As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740 and concluded that the tax position of the Company has not met the more-likely-than-not threshold as of August 31, 2011.





Foreign Currency Translation





The unaudited consolidated financial statements are presented in United States dollars.  In accordance with ASC 830 ‘‘Foreign Currency Matters’’, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non-monetary assets and liabilities are translated at the exchange rates prevailing at the transaction date.  Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.  Translation adjustments
are included in Accumulated Other Comprehensive Income (Loss).





Basic and Diluted Income (Loss) Per Share





The Company computes income (loss) per share in accordance with ASC 260, "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations.  Basic EPS is computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period.  Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.





16





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 3 – Summary of Significant Accounting Policies (Continued)





Basic and Diluted Income (Loss) Per Share (Continued)





Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.  As of August 31, 2011 and 2010, there were 2,000,000 and 2,970,888 warrants outstanding, respectively, and $3,500,000 of convertible debentures payable which are convertible at the option of the note holder at the rate of the lesser of i) 100% of the volume weighted average stock price (“VWAP”) on the date of issuance and ii) at 85% of the lowest daily closing VWAP as quoted by Bloomberg L.P. during the 5 trading days immediately preceding the conversion date. At August 31, 2011, there were 50,000,000 shares of preferred stock outstanding convertible into 1,000,000,000 shares of common stock. However, these
potentially dilutive shares are considered to be anti-dilutive and are therefore not included in the calculation of net loss per share.





Segment Information





In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments.  The Company operates in only one operating segment as of August 31, 2011.





Accounting Standards Codification





In September 2009, the Financial Accounting Standards Board (“FASB”) issued ASC 105, formerly FASB Statement No. 168, the FASB Accounting Standards Codification (“Codification”) and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”), a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 establishes the Codification as the single source of authoritative GAAP in the United States, other than rules and interpretive releases issued by the SEC. The Codification is a reorganization of current GAAP into a topical format that eliminates the current GAAP hierarchy and establishes instead two levels of guidance — authoritative and
non-authoritative. All non-grandfathered, non-SEC accounting literature that is not included in the Codification will become non-authoritative. The FASB’s primary goal in developing the Codification is to simplify user access to all authoritative GAAP by providing all the authoritative literature related to a particular accounting topic in one place. The Codification was effective for interim and annual periods ending after September 15, 2009. As the Codification was not intended to change or alter existing GAAP, it did not have a material impact on the Company’s consolidated financial statements.





Effect of Recent Accounting Pronouncements





The Company reviews new accounting standards as issued. No new standards had any material effect on these consolidated financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements, if adopted, will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to
August 31, 2011 through the date these financial statements were issued.





Note 4 – Property and Equipment





Property and equipment consisted of the following at August 31 and February 28, 2011:


August 31,


February 28,2011


2011Plant and machinery

$
215,768


$
215,945Less: accumulated depreciation


(190,595
)


(179,954
)Property and equipment, net

$
25,173


$
35,991
  Depreciation expense for the six months ended August 31, 2011 and 2010 was $10,796 and $1,686, respectively.





17


Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 5 – Oil and Gas Interests





The Company has oil and gas interests in the North Sea and the United States and has not yet determined whether these properties contain reserves that are economically recoverable. Oil and gas interests consisted of the following at August 31 and February 28, 2011:


August 31 and February 28, 2011United


UnitedStates


Kingdom


TotalUnproved properties:acquisition costs

$
3,701,871


$
23,439


$
3,725,310exploration costs


2,347,394



4,084,668



6,432,0626,049,265



4,108,107



10,157,372Less: Write-down of oil & gas interests


(5,938,576
)


(4,108,107
)


(10,046,683
)Less: Incidental revenue


(110,689
)


-



(110,689
)$
-


$
-


$
-
 During the quarter ended August 31, 2010, the Company decided to no longer continue with exploration activities in these interests and is exploring alternatives of disposing of its existing interests in the North Sea and the United States.





North Slope, Alaska, United States





On May 29, 2007, the Company entered into a Lease Purchase and Sale Agreement with a company to acquire a combined 100% working interest in 12 state-issued oil and gas leases in the North Slope of Alaska.  These leases are subject to a royalty of 16.66667% to the State of Alaska and a private royalty equal to 5% of net revenue.  In consideration for the oil and gas leases, the Company issued 4,000,000 restricted common shares of the Company valued at $1,001,702, the transferor’s historical cost.  The valuation is based the SEC Staff Accounting Bulletin, Topic 5, G.





Pursuant to underlying agreements on the property, the Company is obligated to drill one test well to at least 10,000 feet on or before November 14, 2011, four test wells to at least 4,000 feet on or before February 20, 2012, and one test well to at least 4,000 feet on or before January 16, 2012.  The Company is currently unable to quantify an estimate of the cost of these wells.





By a purchase agreement dated October 10, 2007 and amended November 2, 2007, the Company acquired 8 additional oil and gas leases in the North Slope of the State of Alaska for $850,000 including cash of $250,000 and $600,000 paid by the issuance of 80,000 common shares of the Company.  The fair value of the shares issued was $964,000 (based on the quoted market price of the Company’s common shares on the transaction date) and consequently a further $364,000 has been recorded for this portion of the purchase agreement.  These leases are subject to a royalty of 16.66667% to the State of Alaska and a private royalty equal to 5%.  Two of the leases acquired pursuant to this agreement
are part of the Cook Inlet project described below.





On January 30, 2009, the Company entered into an agreement with the original lease vendors (the “Payers”) regarding twelve of the North Slope oil and gas leases (the “Twelve Leases”). Under the terms of the Agreement, the Payers agreed to use their best efforts to make, on the Company's behalf, annual rental payments for the Twelve Leases totaling up to $64,980 on or before the February 1, 2009 due date.





The Company agreed to repay to the Payers by March 2, 2009 any portion of the Payments made by the Payers (the "Repayment Amount"). The Repayment Amount is subject to an 18% interest rate per annum. The Company also granted the Payers a security interest in the Company's right, title, and interest in the Twelve Leases. The Company further agreed to transfer and assign its right, title, and interest in the Twelve Leases to the Payers in the event of the Company's failure to pay the Repayment Amount in a timely manner.





The Company failed to pay the Repayment Amount and by an agreement dated May 14, 2009, the Payers agreed to extend the repayment date until August 14, 2009 in return for the lease assignment documents for the Twelve Leases being executed and delivered into escrow.





18





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 5 – Oil and Gas Interests (Continued)





North Slope, Alaska, United States (Continued)





The Company entered into an agreement dated May 16, 2009 with the Payers in respect of five of the remaining North Slope oil and gas leases (the “Five Leases”).  Pursuant to this agreement, the Payers made annual lease payments totaling $25,126 for the Five Leases on behalf of the Company.  The amount paid on behalf of the Company is subject to an 18% interest rate per annum. The Company also executed an assignment to the Payers of the Company's right, title, and interest in the Five Leases to be delivered into escrow in the event the Company fails to repay the payers by August 14, 2009.





The Company could provide no assurance that it would be able to obtain financing arrangements to repay the Payers by August 14, 2009 and consequently, all costs incurred of $2,401,282 were written off on the statement of operations during the year ended February 28, 2009.  During the years ended February 28, 2010, the Company failed to repay the Payers by the due date and assignment of the related leases to the Payers was triggered. Consequently, the fees were no longer payable and outstanding lease fees and accrued interest of $98,400 were recorded as a gain on recovery of payables.





Anglesey, North Sea, United Kingdom





Pursuant to a farm-in agreement dated June 8, 2007, the Company agreed to acquire a 33.33% interest in two UK petroleum production licenses (“Licenses”).  The Licenses are located in the UK North Sea and have since been merged into one traditional license.  As consideration for the Licenses, the Company agreed to fund 100% of the seismic costs and its 33.33% share of the License budget costs as agreed by the parties.  The Company also has the option to acquire an additional 26.67% interest in the Licenses by paying an additional 46.67% of the dry-hole costs of an exploration well.





The option is effective from completion of the transfer of the assigned interest to the Company and shall continue to be valid and exercisable until 28 days after receipt by the Company of the processed seismic data and final interpretation.





During the year ended February 28, 2010, the Company returned the Licenses to the UK government and consequently all costs incurred of $2,512,856 were written-off on the statement of operations during the year ended February 28, 2010.





Spears Gas Well, Texas, United States





Pursuant to a subscription agreement dated October 9, 2007, the Company acquired a 22.5% joint venture interest in a gas well called the Spears Gas Unit 2, Well #1 in the Gomez Field, Pecos County, Texas in consideration for US$500,000.





As at August 31 and February 28, 2011, the gas well is shut-in awaiting further financing.





Cook Inlet, Alaska, United States





By a purchase agreement dated October 10, 2007, the Company acquired 6 oil and gas leases located in Cook Inlet of the State of Alaska for $750,000, payable in installments on or before March 7, 2008.  At February 28, 2008, the Company had paid $750,000.  Included in these leases were 3 unissued leases that the vendors owned the rights thereto.  The leases are subject to a royalty of 16.66667% to the State of Alaska and a private royalty equal to 5% of net revenue.





Subsequent to February 28, 2009, the Company entered into an agreement dated May 29, 2009 with the Payers in respect of these three oil and gas leases (the “Three Leases”).  Pursuant to this agreement, the Payers made annual lease payments totaling $25,780 for the Three Leases on behalf of the Company.  The amount paid on behalf of the Company is subject to an 18% interest rate per annum. The Company also executed an assignment to the Payers of the Company's right, title, and interest in the Five Leases to be delivered into escrow in the event the Company fails to repay the payers by August 14, 2009.





19




Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 5 – Oil and Gas Interests (Continued)





Cook Inlet, Alaska, United States (Continued)





The Company could provide no assurance that it would be able to obtain financing arrangements to repay the Payers by August 14, 2009 and consequently, all costs incurred of $1,061,727 were written-off on the statement of operations during the year ended February 28, 2009.  During the years ended February 28, 2010, the Company failed to repay the Payers by the due date and the assignment of the related leases to the Payers was triggered. Consequently, outstanding lease fees and accrued interest of $26,743 were recorded as a gain on write off of amounts payable.





Bourbon, North Sea, United Kingdom





On November 16, 2007, the Company entered into a farm-out agreement dated November 8, 2007 wherein the Company would be assigned a total of 46% interest in a license block in the UK North Sea.  In consideration for the assignment, the Company must pay for 89% of the cost of drilling and exploration well.





The Company is also required to pay for 46% of license costs.  On January 24, 2008, the Company agreed to jointly participate with another company to identify a potential farm-in or acquisition opportunity and transferred a 4.6% carried interest in the license block to that company until a full development plan is approved by the U.K. government.  Thereafter, that company will be responsible for its 4.6% share of the costs (10% of the Company’s interest).  Subsequent to the transfer, this company became related to the Company as two of its beneficial owners became directors of the Company.





During the year ended February 28, 2009, the license holders terminated the Farm-out agreement effective February 27, 2009. Consequently, all costs incurred of $1,419,627 were written off on the statement of operations during the year ended February 28, 2009.





Geneseo-Edwards, Kansas, United States





By a letter agreement dated February 27, 2008, the Company purchased an 80% net revenue interest in three oil leases in Ellsworth County, Kansas, USA by the payment of $80,000.  The leases are subject to a landowner royalty of 12.5% and an overriding royalty of 7.5% retained by vendors.  The Company was required to drill at least one well on each lease before the leases expire on November 19, 2008, November 19, 2009 and November 30, 2009 or pay the vendor a penalty of $150,000.





During the year ended February 28, 2009 the Company had drilled four wells on these leases and earned incidental revenue of $90,689 from two of these wells, which was credited against oil and gas interests on the consolidated balance sheet as a result of the wells not yet reaching full commercial production.  Since January 2009 production has been suspended due to the need for implementation of water disposal facilities for which further funding is not currently available.





During the year ended February 28, 2009, two trade creditors issued mechanical liens against the oil and gas leases and its facilities for non-payment of outstanding invoices totaling $528,079.





During the year period ended February 28, 2010, the Company assigned its interest in these oil and gas leases to a creditor in return for a loan rescheduling (Note 5) and entering into an agreement not to sue the Company for defaulting on a loan agreement.  The creditor also received 15,000,000 common shares pledged as security from the Company’s treasury against the notes payable.





Pursuant to the above, costs incurred of $1,975,567 were written-off on the statement of operations and deficit for the year ended February 28, 2009 leaving a net book value of $20,000 recovered during the year period ended February 28, 2010 for the sale of certain furniture and equipment held for use on the property.





UK Onshore, United Kingdom





On June 3, 2008, the Company was granted a 90% interest in four UK petroleum production licenses, located in the south of England.  In order to maintain the licenses, the Company must undertake seismic exploration estimated to cost $500,000 within the six year term of the license.





20





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 5 – Oil and Gas Interests (Continued)





UK Onshore, United Kingdom (Continued)





Pursuant to a letter agreement dated September 5, 2008, the Company will pay 100% of all costs, expenses, liabilities and obligations arising in respect of operations conducted in respect of each license block until a filed development plan is formally approved by the UK Secretary of State responsible for such matters, for the development of a discovery of petroleum in the blocks. Thereafter, the Company will each be responsible for 90% of all costs, expenses, liabilities and obligations.





25thRound License Blocks 13/17 & 210/20e, United Kingdom





Pursuant to a letter agreement dated September 5, 2008, the Company was granted a 90% interest in an application made for four UK petroleum production licenses.  In order to maintain the licenses, the Company must carry out geological and seismic modeling before forming up a drilling location and must begin drilling within the four year term of the license.





Pursuant to the letter agreement, the Company will pay 100% of all costs, expenses, liabilities and obligations arising in respect of operations conducted in respect of each license block until a filed development plan is formally approved by the UK Secretary of State responsible for such matters, for the development of a discovery of petroleum in the blocks. Thereafter, the Company will each be responsible for 90% of all costs, expenses, liabilities and obligations.





On November 12, 2008, the Company was formally notified by the UK Department of Energy and Climate Change (DECC) of its success in the 25th Seaward Licensing Round Awards, the rights to explore and develop the block 13/17 concession in the North Sea by the UK government.





On May 1, 2009, the Company received notification from the UK Department of Energy and Climate Change that this Secretary of State’s offer of this license in the 25th round had been withdrawn due to fact that they consider there to have been a material change in the circumstances relating to the Company having adequate funding arrangements already in place. Consequently, all costs incurred of $87,354 were written-off on the statement of operations and deficit for the year ended February 28, 2009.





Note 6 – Notes Payable





Notes payable at August 31 and February 28, 2011 consisted of:





August 31,


February 28,2011


2011Debenture payable

$
4,412,333


$
4,412,333Promissory notes, net of discount


458,000



481,599Loan agreement


450,000



450,000Notes payable, related parties


5,019



196,468$
5,325,352


$
5,540,400


21





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 6 – Notes Payable (Continued)





Debentures Payable





Debentures payable consisted of the following at August 31 and February 28, 2011:





August 31,


February 28,2011



2011Convertible debentures payable

$
3,500,000


$
3,500,000Liquidating damages


912,333



912,333Financing costs


(75,545
)


(75,545
)Amortization of financing costs


75,545



75,545$
4,412,333


$
4,412,333
 Pursuant to an Amendment to Securities Purchase Agreement, Secured Debenture, Registration Rights Agreement and Security Agreement dated October 31, 2008 ("Amendment Agreement"), the Company amended a Securities Purchase Agreement, Debentures, a Registration Rights Agreement, an Escrow Agreement and a Pledge and Escrow Agreement ("Original Agreements") all originally dated June 24, 2008.  Under the Amendment Agreement the Company issued three secured convertible debentures totaling $3,500,000 consisting of two “Amended Debentures” and one “New Debenture”:





(i)           Amended Debentures - $2,500,000





The Original Debenture which was a $2,500,000 senior secured convertible note was amended on November 11, 2008 into two debentures each of which are for a total principal amount of $1,250,000 (the “Amended Debentures).





The Amended Debentures bear interest at 10% per annum, compounded monthly. The principal and any unpaid accrued interest owing on the debentures are convertible into common stock of the Company in the event of a default or at the option of the holder at the rate of the lesser of i) 100% of the volume weighted average stock price (“VWAP”) on the date of issuance and ii) at 85% of the lowest daily closing VWAP as quoted by Bloomberg L.P. during the 5 trading days immediately preceding the conversion date.  The Amended Debentures also contain a redemption option whereby the Company can redeem the Amended Debentures provided its common stock is trading below 100% of the VWAP as quoted by
Bloomberg L.P on October 31, 2008 by paying the unpaid principal and interest accrued and a prepayment premium of 15%. The Company must redeem the entire principal amount outstanding on one of the Amended Debentures on April 30, 2009 at a 15% redemption premium; however, there is no mandatory redemption premium on the second Amended Debenture.





In consideration for the holder's agreement to extend the maturity date of the original convertible debt from October 24, 2008 to April 30, 2009, the Company cancelled the original 500,000 warrants issued in connection with the Original Debenture and replaced them with 2,000,000 warrants with a term of 5 years and a decreased exercise price of $0.001 .





The exercise price is subject to an adjustment if, during the term of the warrants, the Company issues shares, options or convertible securities for consideration less than the exercise price, then the exercise price will be adjusted to 85% of such consideration.  Additional warrants will be issued if the Company becomes in default under the transaction agreements.





The Company determined the allocation of the net proceeds of the Original convertible debenture based on the relative fair value of the convertible debenture, the 500,000 share purchase warrants and the 200,000 common shares.  The fair value of the warrants of $910,000 and the common shares of $580,000 were determined using the Black-Scholes valuation model and the quoted market price of the shares on the date of issuance, respectively.





The resulting discount of $839,292 was being accreted over the term of the debenture. The assumptions used in the Black-Scholes calculation are as follows:  expected life – 5 years; volatility – 78.26%; Dividend rate – 0%; and risk free interest rate is 0.95%.





22


Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 6 – Notes Payable (Continued)





Debentures Payable (Continued)





(i)           Amended Debentures - $2,500,000 (Continued)





The Company recorded a beneficial conversion feature of $1,388,320 with respect to the Original Debentures pursuant to EITF 98-5 Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios.  The conversion feature was contingently exercisable in an event of default of the debenture; which occurred on October 24, 2008 when the debenture came due but was not repaid by the Company.  Therefore the amount was recorded as a financing fee during the year ended February 28, 2009.





The Company determined the allocation of the net proceeds of the Amended Debentures based on the relative fair value of the convertible debenture, the share purchase warrants and the common shares.  The fair value of the warrants of $1,578,000 and the common shares of $1,975,000 were determined using the Black-Scholes valuation model and the quoted market price of the shares on the date of issuance, respectively.  The resulting discount of $1,736,200 was being accreted over the term of the debentures. The assumptions used in the Black-Scholes calculation are as follows:  expected life – 5 years; volatility – 78.26%; Dividend rate – 0%; and risk free interest rate is
3.52%.





The Company was required to pay to the investor at closing of the Original Agreements: $17,500 in legal costs, a $10,000 due diligence fee, a 7% commitment fee and a 2% facility fee, 500,000 share purchase warrants and 200,000 shares of common stock.  Finder’s fees of $150,000 and 52,265 share purchase warrants were paid to Partners Consulting in connection with the Original Agreements pursuant to a finder agreement dated February 15, 2008.  This amount is included in fees payable in stock and warrants at May 31, 2010 and February 28, 2010.  The warrants expire three years from the date of issuance.





At the closing of the Amended Debentures, the Company also issued 2,500,000 shares of common stock.





In no event shall the Holder be entitled to convert this Debenture for a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such conversion without the approval of the Company.





Upon the occurrence of an Event of Default by the Company, the Holder has the option to elect that the interest due and payable be paid in cash or in stock at the rate of 85% of the lower of:  (i) the VWAP on the date the interest payment is due; or (ii) if the interest payment is not made when due, the VWAP on the date the interest payment is made.





The Debentures are secured by all of the assets and property of the Company and its subsidiaries pursuant to a Security Agreement.  The debentures were further secured by a Pledge and Escrow Agreement pursuant to which 15,000,000 common shares of the Company to be held in escrow on behalf of the investor.





Further, the debenture is subject to a currency adjustment clause whereby the exchange rate between the US Dollar and the Euro will be fixed at the date of closing and if the exchange rate moves unfavorably for the holder of the debenture, the Company will be required to adjust conversion and redemption rates to compensate the holder for any such loss.





The debenture also contains certain restrictions on the Company for new share or debt issuances as long as any principal or interest amount remains outstanding on the debenture.





As at August 31, 2011, the Company had not repaid the $1,250,000 debenture that matured on April 30, 2009.





23





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 6 – Notes Payable (Continued)





Debentures Payable (Continued)





(ii)           New Debenture - $1,000,000





The New Debenture and has a principal amount of $1,000,000 and matures on October 31, 2010 (the “New Debenture”).  The New Debenture bears interest at a rate of 10% per annum compounded monthly.  The principal and any unpaid accrued interest owing on the debentures are convertible into common stock of the Company in the event of a default or at the option of the holder at the rate of the lesser of i) 100% of the volume weighted average stock price on the date of issuance and ii) at 85% of the lowest daily closing VWAP as quoted by Bloomberg L.P. during the 5 trading days immediately preceding the conversion date.





The Company may redeem any or all of the New Debenture at any time, provided that the Common Stock is trading below the Fixed Price at the time the Company gives the Holder the redemption notice, by paying the unpaid principal and interest accrued and a prepayment premium of 15% redemption premium on the amount redeemed.  In any case, the Company must redeem the $1,000,000 debenture maturing October 31, 2010 in equal monthly installments commencing January 31, 2009 until maturity at a 15% redemption premium.





At the closing of the New Debentures the Company incurred: $7,500 in legal costs, a $45,000 commitment fee, a $1,000 due diligence fee





The Company recorded a beneficial conversion feature of $1,710,300 with respect to the Original Debentures.  The amount was being amortized over the term of the debentures, however after an event of default (see below), the entire amount was immediately recognized into income as a financing fee during the year ended February 28, 2009.





Pursuant to the securities purchase agreement, the Company entered into a freestanding investor registration rights agreement dated June 24, 2008 and amended October 31, 2008.  Under the terms of this agreement, the Company must have registered at least three (3) times the number of shares which are anticipated to be issued upon conversion of the Debentures issued and shares of common stock issuable to the purchaser upon exercise of the warrants.  The Company has the obligation to use their best efforts to keep the registration of these securities effective by the SEC until all of the securities had been sold by the purchaser.  Failure to meet this obligation would result in the
Company incurring liquidated damages in the amount of 2% of the liquidated value of the debentures for each 30 day period registration of the securities is not effective.





Under the provisions of FSP EITF 00-19-2 “Accounting for Registration Payment Arrangements (“EITF 00-19-2”), the Company is required to separately recognize and measure a contingent obligation in respect of the liquidating damages in accordance with FASB No.5 “Accounting for Contingencies” and FSB Interpretation No.14 “Reasonable Estimation of the Amount of a Loss”.  At August 31, 2011, an amount of $912,333 (February 28, 2011 - $912,333) has been recognized as the Company has determined that a loss is probable because the Company has failed to maintain effectiveness of its registration statement.





During the year ended February 28, 2009, the Company failed to make any of the required redemption payments on the New Debenture.  This triggered a default, which resulted in all of the debentures immediately becoming due and payable and the remaining discounts on the debentures were immediately recognized in income.





As consideration for entering into negotiations to effect a loan rescheduling and the holder entering into an agreement not to sue, the Company assigned its interest in certain oil and gas leases to the holder (Note 5).  During the year ended February 28, 2010, the holder also received the 15,000,000 common shares pledged as security against for debentures valued at $4,650,000, based on the quoted market price of the Company’s common shares on the date they were released from escrow.





Included in accrued interest at August 31, 2011 is $975,000 (February 28, 2011 - $800,000) for accrued interest and redemption premiums on these debentures payable.





24


Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 6 – Notes Payable (Continued)





Promissory Notes





On April 2, 2008 the Company was loaned $250,000 by the issuance of a promissory note, to be paid on the earlier of (i) the date that the Company obtains equity financing from a third party in the minimum amount of $1,000,000 net to the Company, or (ii) April 1, 2009.  For the period from the date of advance of the loan up to and including the date that the loan is repaid, interest will accrue on the balance of principal outstanding at the rate of 10% per annum, compounded monthly. Interest will be payable in a balloon payment on the date the loan is repaid. The note is unsecured.  As of May 31, 2010, this loan has not been repaid as the lender has agreed to extend the terms of the loan until
the Company is able to obtain further financing.





On May 6, 2008 the Company was loaned $150,000 by the issuance of a promissory note, to be paid on the earlier of (i) the date that the Company obtains equity financing from a third party in the minimum amount of $1,000,000 net to the company, or (ii) May 1, 2009.  For the period from the date of advance of the loan up to and including the date that the loan is repaid, interest will accrue on the loan on the balance of principal outstanding at the rate of 10% per annum, compounded monthly.  Interest will be payable in a balloon payment on the date the loan is repaid. The note is unsecured.  As of May 31, 2010, this loan has not been repaid as the lender has agreed to extend the terms
of the loan until the Company is able to obtain further financing.





On May 23, 2008 the Company was loaned $50,000 by the issuance of a promissory note, to be paid on the earlier of (i) the date that the Company obtains equity financing from a third party in the minimum amount of $1,000,000 net to the company, or (ii) May 23, 2009.  For the period from the date of advance of the loan up to and including the date that the loan is repaid, interest will accrue on the loan on the balance of principal outstanding at the rate of 10% per annum, compounded monthly. Interest will be payable in a balloon payment on the date the loan is repaid. The note is unsecured.  As of May 31, 2010, this loan has not been repaid as the lender has agreed to extend the terms of the
loan until the Company is able to obtain further financing.





On September 21, 2010 the Company was loaned $45,000 by the issuance of a promissory note to be paid on June 23, 2011.  For the period from the date of advance of the loan up to and including the date that the loan is repaid, interest will accrue on the balance of principal outstanding at the rate of 8% per annum. Interest will be payable in a balloon payment on the date the loan is repaid. The note is unsecured and is convertible into shares of the Company’s restricted common stock at a conversion price equal to 58% of the average of the lowest three trading prices during the ten trading day period preceding the conversion date.





The Company recorded a beneficial conversion feature of $32,665 with respect to the loan at September 21, 2010 and has included in income amortization expense of $13,401 relating to the beneficial conversion feature during the six months ended August 31, 2011 ($19,264 during the year ended February 28, 2011).  During the six months ended August 31, 2011, the note holder elected to convert $$37,000 of the note into 4,972,969 shares of the Company’s restricted common stock at an average price of $0.014 per share, resulting in a loss from the conversion of $32,923.  The net remaining loan balance was $8,000 at August 31, 2011.





Included in accrued interest at August 31, 2011 is $232,544 (February 28, 2011 - $201,991) for accrued interest on these notes payable.





Loan Agreement





On May 30, 2008 the Company was loaned $450,000 pursuant to a loan agreement.  The principal and interest is to be paid on the earlier of (i) cash being available from operations, (ii) the date that the Company obtains equity or debt financing from a third party in the minimum amount of $1,000,000, or (iii) November 30, 2008.  This loan bears interest at 12% per annum, calculated annually.  The loan is secured by the Company’s assets.  As additional compensation for the loan, the Company issued to the lender 150,000 common shares of the Company.  The fair value of these shares was determined to be $514,500 based on the quoted market price of the shares on the
date of issuance and was recorded as a financing fee on the consolidated statement of operations for the year ended February 28, 2009.  As of May 31, 2010, this loan has not been repaid as the lender has agreed to extend the terms of the loan until the Company is able to obtain further financing.





Included in accrued interest at August 31, 2011 is $270,407 (February 28, 2011 - $232,659) for accrued interest on these notes payable.





25




Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 6 – Notes Payable (Continued)





Notes Payable, Related Parties





On November 4, 2002, the Company’s wholly-owned subsidiary, 1536692 Ontario, Inc. (“Ontario”), received $144,583 (CAD$ 225,000) from a family member of the Company’s President and Chief Executive Officer, with which the Company purchased production equipment (Note 4).  Interest accrues at 6% compounded annually.  Principal and interest are payable on demand.  The promissory note is secured by the production equipment (Note 4), and any intangible assets developed or contract rights created by the Company in the future, pursuant to a General Security Agreement.





During the six months ended August 31, 2011, the Company issued 340,500,000 shares of its restricted common stock in conversion of $181,477 (CAD$ 187,061) of the notes payable, and $142,273 of accrued interest (CAD$ 146,025), at an average price of $0.0127 per share, realizing a loss on the debt conversions of $4,000,250.  There is no remaining balance outstanding at August 31, 2011 of these notes payable.





During the period July 15, 2010 (date of acquisition) through February 28, 2011, the Company issued 16,750,000 shares of its restricted common stock in conversion of $38,750 (CAD$ 37,939) of the notes payable at an average price of $0.045 per share, realizing a loss on the debt conversions of $715,650.  The balance outstanding at February 28, 2011 of these notes payable is $191,445, net of foreign currency translation adjustments (CAD$ 187,061).





Included in accrued interest at August 31 and February 28, 2011 is $1,502 and $143,228, respectively, for accrued interest on these notes payable.





Ontario obtains advances from a family member of the Company’s President and Chief Executive Officer to provide operating capital when needed.  The advances are non-interest bearing and due on demand.  As of August 31 and February 28, 2011, the Company owed the individual $5,019 and $5,023, respectively, (CAD$ 4,908) net of foreign currency translation adjustments.





Note 7 – Related Party Transactions





Prior to March 1, 2010, the Company’s previous officers provided consulting and management services to the Company.  From November 4, 2004 (date of Inception) through February 28, 2010, the previous officers charged consulting fees of $394,859, management fees of $1,331,798, and office and miscellaneous expenses of $7,000 to the Company.





Included in accounts payable and accrued liabilities prior to February 28, 2011 was $1,070,732 owed to previous directors of the Company and companies with directors in common for expenses incurred on behalf of the Company and for unpaid management and consulting fees.  Management deemed that these unpaid management and consulting fees were not payable due to the resignations of all of the officers and directors and recognized $1,070,732 as income included in gain on recovery of payables for the year ended February 28, 2011.





The Company’s Chief Executive Officer (CEO) advances monies to the Company for payment of general and administrative expenses.  The amounts owed to the CEO are $42,611 and $3,789 as of August 31 and February 28, 2011, respectively.  The amounts due to related parties are unsecured, non-interest bearing and have no specific terms for repayment.





Effective May 6, 2008, the Company adopted a compensation policy for its directors pursuant to which the Company will compensate each director, as follows:





i)           a fee of $1,000 per month;


ii)          1,000 restricted shares of the common stock of the Company per month;


iii)         a fee of $1,000 per each quarterly board meeting attended.





The Company’s Board of Directors cancelled the above mentioned compensation policy effective March 1, 2010 and recognized the previous accrual of $65,347 for amounts owing to the previous directors of the Company pursuant to this compensation policy as income included  in gain on recovery of payables for the year ended February 28, 2011.





26





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 7 – Related Party Transactions (Continued)





On July 15, 2010, the Company issued 1,750,000 shares of its restricted common stock in exchange for 100% of the outstanding capital stock of 1536692 Ontario, Inc., a Canadian Corporation, (“Ontario”) through a share exchange transaction to Mr. Jack Lieberman, the father of the Company’s President and Chief Executive Officer.





On August 16, 2010, the Company issued 1,831,752 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.035, or a total of $64,111.





On April 20, 2011, the Company issued 2,000,000 shares of its restricted common stock to Mr. James Malloy, its Secretary, for services rendered.  The shares were valued at the market price on the date of issuance of $0.01, or a total of $20,000.





On April 20, 2011, the Company issued 3,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.01, or a total of $30,000.





On July 13, 2011, the Company issued 2,500,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.012, or a total of $30,000,000.





On August 12, 2011, Mr. William Lieberman, the Company’s President and Chief Executive Officer, returned to the Company 200,000,000 shares of its restricted common stock which were previously issued to him for services rendered.  The shares credited to compensation costs and were valued at the market price on the date of issuance of $0.012, or a total of $2,400,000.





On August 22, 2011, the Company issued 155,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.0122, or a total of $1,891,000.





On August 31, 2011, Mr. William Lieberman, the Company’s President and Chief Executive Officer, returned to the Company 1,300,000,000 shares of its restricted common stock which were previously issued to him for services rendered.  The shares credited to compensation costs and were valued at the market price on the date of issuance of $0.012, or a total of $15,600,000.





On August 31, 2011, the Company issued 50,000,000 shares of its preferred stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at par value of $0.001, or a total of $50,000.





Note 8 – Stockholders’ Deficit





Effective January 11, 2007 the Company effected a forward stock spilt of the authorized, issued and outstanding shares of common stock on a six new for one old basis. Authorized capital increased from 75,000,000 common shares to 450,000,000 common shares. Effective April 21, 2008 the Company effected a reverse stock split of authorized, issued and outstanding shares of common stock on a one new for five old basis. Authorized capital decreased from 450,000,000 to 90,000,000 and outstanding common stock decreased from 74,841,228 to 14,968,246 shares.





Effective August 31, 2010, the Company amended its Articles of Incorporation increasing its authorized capital structure to 500,000,000 shares, consisting of 450,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001.





Effective July 12, 2011, the Company amended its Articles of Incorporation increasing its authorized capital structure to 3,000,000,000 shares, consisting of 2,950,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001.





Effective August 31, 2011, the Company amended its Articles of Incorporation decreasing its authorized shares of common stock, par value $0.001, to 2,900,000,000 and increasing its authorized shares of preferred stock to 100,000,000 shares of preferred stock, par value $0.001.  The preferred stock is convertible into shares of common stock at a ratio of 20:1 and shall have the same voting rights as common stock.


27





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 8 – Stockholders’ Deficit (Continued)





On May 17, 2007, the Company entered into a share issuance agreement with a subscriber that will allow the subscriber to advance up to $8,000,000 to the Company in exchange for units of the Company.  The units will be issued at a price equal to 80% of the volume-weighted average of the closing price of common share for the 10 banking days immediately preceding the date of the notice.  Each unit will consist of one common share of the Company and one common share purchase warrant.  Each common share purchase warrant will entitle the subscriber to purchase one additional common share at 125% of the price of the units for a period of three years.  Should the Company seek
alternative sources of financing this subscriber has the right to approve the terms.





Shares issued under the agreement were as follows:





Issue Date


Number of

Units


Issue

Price



Total

ProceedsMay 17, 2007



377,358


$
5.30


$
2,000,000August 1, 2007



31,056


$
8.05



250,000September 18, 2007



44,199


$
9.05



400,000September 18, 2007



52,133


$
10.55



550,000September 27, 2007



28,708


$
10.45



300,000October 26, 2007



16,381


$
12.21



200,000October 26, 2007



21,097


$
11.85



250,000October 26, 2007



35,897


$
9.75



350,000November 28, 2007



47,337


$
8.45



400,000January 16, 2008



43,478


$
3.45



150,000January 24, 2008



96,154


$
5.20



500,000January 30, 2008



48,387


$
3.10



150,000February 11, 2008



89,286


$
2.80



250,000February 26, 2008



96,774


$
3.10



300,0001,028,245






$
6,050,000





On November 5, 2008, the Company entered into a subscription agreement with Carbon Energy Investments Limited (“Carbon Energy”) for the sale of 80,000,000 shares of common stock at a price of $0.50 per share for the aggregate price of $40,000,000. Carbon Energy agreed to pay for the shares as follows:





●
$15,000,000 on or before November 30, 2008 (later amended to December 12, 2008);●
$15,000,000 on or before January 31, 2009; and●
$10,000,000 on or before March 31, 2009.





On November 5, 2008, the Company entered into an agreement to purchase shares in Alaska Oil & Gas Resources Limited (“Alaska Oil & Gas”) with Carbon Energy. Carbon Energy is the sole owner of Alaska Oil & Gas. Pursuant to the agreement, the Company agreed to acquire 100% of the issued shares of Alaska Oil & Gas from Carbon Energy in consideration for $57,500,000, $250,000 of which was to be paid in cash and the remainder by the issuance of 57,250,000 shares of common stock. On the same day, two of the Company’s directors were appointed as directors of Alaska Oil & Gas.





On November 28, 2008, the Company entered into an amendment agreement with Carbon Energy relating to purchase of Alaska Oil & Gas whereby it was agreed that the consideration to be paid pursuant to the agreement was varied such that the consideration would amount to $57,500,000, payable by the issuance of 2,000,000 shares of common stock within three business days of November 2008 (issued subsequently) and 55,500,000 shares on completion of the transaction.





28





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 8 – Stockholders’ Deficit (Continued)





On December 3, 2008, the Company entered into a letter agreement with Carbon Energy whereby Carbon Energy agreed to return 2,000,000 shares of common stock to the company upon demand unless certain conditions are fulfilled or waived. The conditions are, among others, that Carbon Energy must complete in full the subscription agreement dated November 5, 2008 except that the first $20,000,000 must be paid to the company on or before December 7, 2008 and that Carbon Energy must sell to the Company Alaska Oil & Gas which must own certain oil and gas leases pursuant to the agreement relating to the purchase of Alaska Oil & Gas.





On November 26, 2008, the Company issued 50,000,000 shares of restricted common stock to Carbon Energy in consideration for $25,000,000 to be received pursuant to the above-mentioned subscription agreement.





On December 2, 2008, the Company issued an additional 2,000,000 shares of restricted common stock to Carbon Energy pursuant to the terms of the amendment agreement for $1,000,000 to be received.





The Company never received payment for the shares issued to Carbon and Carbon never completed on the sale of Alaska Oil & Gas.  As a result, the shares that were previously subscribed were cancelled during the year ended February 28, 2009 along with the agreements to purchase Alaska Oil & Gas.  The Company is currently reviewing its legal position and any associated remedies relating to the above.





On November 26, 2008, the Company issued 50,000,000 shares of restricted common stock to Carbon Energy in consideration for $25,000,000 to be received pursuant to the above-mentioned subscription agreement.





On December 2, 2008, the Company issued an additional 2,000,000 shares of restricted common stock to Carbon Energy pursuant to the terms of the amendment agreement for $1,000,000 to be received.





During the year ended February 28, 2010, the holder of the Company’s debentures received the 15,000,000 restricted common shares pledged as security against the debentures valued at $4,650,000, based on the quoted market price of the Company’s common shares on the date they were released from escrow.





The Company never received payment for the 52,000,000 shares issued to Carbon.  As a result, the shares that were previously subscribed were cancelled during the three months ended May 31, 2010.





Acquisitions





On July 15, 2010, the Company issued 1,750,000 in exchange for 100% of the outstanding capital stock of 1536692 Ontario, Inc., a Canadian Corporation, (“Ontario”) through a share exchange transaction to Mr. Jack Lieberman, the father of the Company’s President and Chief Executive Officer (Note 7).





Debt Conversions





During the period July 15, 2010 (date of acquisition) through February 28, 2011, the Company issued 16,750,000 shares of its restricted common stock in conversion of $38,750 of notes payable at an average price of $0.045 per share.





During the six months ended August 31, 2011, the Company issued 340,500,000 shares of its restricted common stock in conversion of $181,477 of related party notes payable, and $142,273 of accrued interest, at an average price of $0.0127 per share.





During the six months ended August 31, 2011, the Company issued 4,972,969 shares of its restricted common stock in conversion of $37,000 of notes payable at an average price of $0.014 per share.





Stock Issued for Services





During the year ended February 28, 2011, the Company issued 60,756,752 shares of its restricted common stock to various individuals and entities for services and company support.  The shares were valued at the market price of the Company’s common stock at the date of issuance for a total value of $3,459,612, or an average of $0.057 per share.





29





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 8 – Stockholders’ Deficit (Continued)





Stock Issued for Services (Continued)





On April 20, 2011, the Company issued 2,000,000 shares of its restricted common stock to Mr. James Malloy, its Secretary, for services rendered.  The shares were valued at the market price on the date of issuance of $0.01, or a total of $20,000.





On April 20, 2011, the Company issued 3,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.01, or a total of $30,000.





On July 13, 2011, the Company issued 2,500,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.012, or a total of $30,000,000.





On August 12, 2011, Mr. William Lieberman, the Company’s President and Chief Executive Officer, returned to the Company 200,000,000 shares of its restricted common stock which were previously issued to him for services rendered.  The shares credited to compensation costs and were valued at the market price on the date of issuance of $0.012, or a total of $2,400,000.





On August 22, 2011, the Company issued 155,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.0122, or a total of $1,891,000.





On August 31, 2011, Mr. William Lieberman, the Company’s President and Chief Executive Officer, returned to the Company 1,300,000,000 shares of its restricted common stock which were previously issued to him for services rendered.  The shares credited to compensation costs and were valued at the market price on the date of issuance of $0.012, or a total of $15,600,000.





On August 31, 2011, the Company issued 50,000,000 shares of its preferred stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at par value of $0.001, or a total of $50,000.




During the quarter ended August 31, 2011, the Company experienced a change in control as Mr. Lieberman controls 82.5% of the voting shares of the Company as of August 31, 2011.





Common Stock Purchase Warrants





Changes in the Company’s common stock purchase warrants for the six months ended August 31, 2011 and the year ended February 28, 2011 are as follows:




Six Months ended


Year endedAugust 31, 2011


February 28, 2011Weighted





WeightedAverage





AverageNumber of


Exercise


Number of


ExerciseWarrants


Price


Warrants


PriceBalance at beginning of year


2,000,000


$
0.001



3,028,246


$
2.53Warrants expired


-


$
-



(1,028,246
)

$
7.34Balance at end of period


2,000,000


$
0.001



2,000,000


$
0.001


The remaining average life of the warrants at August 31, 2011 and February 28, 2011 was 2.16 and 2.66 years, respectively.




30




Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 8 – Stockholders’ Deficit (Continued)





Common Stock Purchase Warrants (Continued)





A finder's fee of $60,000 and 52,265 share purchase warrants exercisable at $2.87 for a period of three years from the date of issuance (6% of proceeds) were paid to Partners Consulting in connection with the Original Debenture (Note 6) pursuant to a finder agreement dated February 15, 2008.  The fair value of the warrants was determined using the Black-Scholes valuation model.  The assumptions used in the Black-Scholes calculation are as follows:  expected life – 3 years; volatility – 192%; Dividend rate – 0%; and risk free interest rate is 1.0%.  As of February 28, 2011 these warrants had not been exercised and expired.  The fair value of the
shares ($1,208) has been reflected as a credit to consulting fees for the year ended February 28, 2011.





A finder's fee of $60,000 and 76,923 share purchase warrants exercisable at $0.78 for a period of three years from the date of issuance (6% of additional proceeds) were paid to Partners Consulting in connection with the Amended Debentures (Note 6) pursuant to a finder agreement dated February 15, 2008.  The fair value of the warrants was determined using the Black-Scholes valuation model.  The assumptions used in the Black-Scholes calculation are as follows:  expected life – 3 years; volatility – 192.6%; Dividend rate – 0%; and risk free interest rate is 1.0%.  As of February 28, 2011 these warrants had not been exercised and expired.  The fair
value of the shares ($1,779) has been reflected as a credit to consulting fees for the year ended February 28, 2011.





Note 9 – Commitments





By agreements dated June 8, 2007, the Company agreed to pay three directors of the Company a total amount of $20,000 per month for an indefinite period for consulting and management services to the Company.  The agreements may be terminated at any time with cause and with three months’ notice without cause.  On October 19, 2007 two of these agreements were amended from $12,000 to £9,000 ($17,900) per month and from $5,000 per month to £7,000 ($13,900).  Effective June 1, 2008, these agreements were amended from £9,000 to £15,000 per month and from £7,000 to £12,500 per month. All other terms remained the same. Effective June 1, 2009, the agreement
for £12,500 per month was terminated.  Effective March 1, 2010, the agreement for £15,000 per month was terminated.





On May 8, 2008 the Company entered into a consulting agreement with Partners Consulting Inc. (“PCI”), a Florida Corporation, to introduce the Company to potential new investors. The consideration payable to PCI is warrants to purchase 50,000 shares of common stock due upon signing the agreement.  In addition, PCI will receive 6% of the gross proceeds from any potential financing, payable in cash and share purchase warrants equal to 6% of the gross proceeds.  In the event a financing is facilitated through an investment banker introduced by PCI, PCI will instead receive 3% of the gross proceeds, payable in cash and share purchase warrants equal to 3% of the gross
proceeds.  All warrants will have a cashless exercise and will be priced at market value as of the date of the financing and with a minimum expiry period of three years. The consulting agreement was for a period of one year.





At February 28, 2010, the Company had not yet issued the warrants for 50,000 common shares due upon signing of the agreement but the fair value of these warrants was determined to be $4,364, which was included in fees payable in stock and warrants at February 28, 2011.  These warrants are exercisable at $2.77 and will expire three years from the date of issuance.  The fair value of these warrants was determined using the Black Scholes valuation model.  The assumptions used in the Black-Scholes calculation are as follows:  expected life – 3 years; volatility – 192%; Dividend rate – 0%; and risk free interest rate is 1.0%.  These warrants expired
May 8, 2011and the fair value of the warrants ($4,364) has been reflected as a credit to consulting fees for the six months ended August 31, 2011.





On May 21, 2008, the Company signed a letter of commitment whereby the Company agreed to commit to the use of a drilling rig commencing no earlier than October 1, 2008 for a total cost of $8,910,000 which has been accrued in accounts payable and accrued liabilities as at February 28, 2011 and 2010.  The Company also committed to enter into a well project management and integrated services contract for the management of a well program on the rig.  The Company is also obligated to pay a fee of 1.75% of the operating rig rate in acknowledgement of the value provided with the rig opportunity, if the Company uses the rig, but not the integrated project management services. The Company also incurred
and accrued penalties of $2,000,000 as compensation for lost revenues of the rig owners for its failure to fulfill its obligations under the rig provision contract and may be liable to pay up to an additional $2,000,000 for its share of additional costs incurred by the rig owners during the Company’s allotted rig slot.





31





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 9 – Commitments (Continued)





This additional $2,000,000 amount is subject to a commercial discussion between the parties involved and has been accrued at February 28, 2011 and 2010 as it is likely that will be incurred. A total of $12,910,000 was recorded as a loss on failure to perform obligations under oil & gas commitments and has been charged to the statement of operations during the year ended February 28, 2009.  During the quarter ended August 31, 2011, the Company’s management has determined that the likelihood of this obligation becoming due and payable was unlikely and has written off the accrual and recognized the amount as a gain on recovery of payables in the statement of operations.





By a bonus agreement dated May 22, 2008, the Company agreed to issue 5,000 common shares and £5,000 ($10,000) (paid during the year ended February 29, 2008) to an officer and director of the Company as a performance bonus. At February 28, 2008, the Company had not yet issued the shares due.  The fair value of the shares was determined to be $22,150, which was included in fees payable in stock and warrants at February 28, 2010.  Due to the resignation of the officer, the fair value of the shares ($22,500) has been reflected as a credit to consulting fees for the year ended February 28, 2011.





During the year ended February 28, 2010, the Company recorded a recovery of $8,500 in consulting fees for the change in fair value of 50,000 common shares issuable pursuant to Board of Advisors (“BOA”) agreements dated November 17, 2007 as compensation to the members of the BOA.  An amount of $6,500 is included in fees payable in stock and warrants at February 28, 2010 for these shares.  Due to the termination of the BOA, the fair value of the shares ($6,500) has been reflected as a credit to consulting fees for the year ended February 28, 2011.





During the year ended February 28, 2010, the Company accrued $8,460 in consulting fees for the fair value of 11,000 common shares issuable to a former employee of the Company. This amount is included in fees payable in stock and warrants at February 28, 2010.  Due to the termination of the consulting agreement, the fair value of the shares ($8,460) has been reflected as a credit to consulting fees for the year ended February 28, 2011.





As of February 28, 2011, the Company has evaluated certain accrued expenses and accounts payable from prior years, primarily consisting of accrued salaries, consulting and management fees, and has determined that these amounts are no longer payable.  Accordingly, $3,184,620 has been recorded as a gain on recovery of payables for the year ended February 28, 2011.





Prior to August 31, 2011, $1,507,928 of payables incurred in prior years had been recorded by the Company’s previous management.  Current management has determined that the likelihood of these obligations becoming due and payable was unlikely and has written off the payables and recognized them as a gain on recovery of payables during the quarter ended August 31, 2011.





Note 10 – Income Taxes





Deferred income taxes have been provided to show the effect of temporary differences between the recognition of expenses for financial and income tax reporting purposes and between the tax basis of assets and liabilities, and their reported amounts in the consolidated financial statements.  In assessing the realizability of deferred tax assets, the Company assesses the likelihood that deferred tax assets will be recovered through tax planning strategies or from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established.  The Company adjusts the valuation allowance in the period management determines it is
more likely than not that net deferred tax assets will or will not be realized.  As of August 31, 2011 and February 28, 2011, the Company has provided a valuation allowance for all net deferred tax assets due to their current realization not being  more likely than not.





The provisions for income taxes differ from the amount computed by applying the statutory federal income tax rate to Income before provision for income taxes. The source and tax effects of the differences are as follows for the three months ended August 31, 2011 and 2010:





2011


2010U.S. federal statutory rate


34
%


34
%Valuation reserve


- 34
%


-34
%Total


0
%


0
%





32





Fox Petroleum Inc. and Subsidiaries


(A Development Stage Company)


Notes to Consolidated Financial Statements


August 31, 2011


(unaudited)





Note 10 – Income Taxes (Continued)





As of August 31, 2011, the Company did not recognize any assets or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded during the next 12 months.  Any interest or penalties related to unrecognized tax benefits is recognized in income tax expense. Since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest.





Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the consolidated financial statements.  Tax positions include, but are not limited to, the following:





·
An allocation or shift of income between taxing jurisdictions;·
The characterization of income or a decision to exclude reportable taxable income in a tax return; or





·
A decision to classify a transaction, entity or other position in a tax return as tax exempt.





The Company reflects tax benefits only if it is more likely than not that we will be able to sustain the tax position, based on its technical merits.  If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized.  The Company has no unrecognized tax benefits as of August 31, 2011.





The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s balance sheets at August 31, 2011, and has not recognized interest and/or penalties in the statement of operations for either period.





Note 11 – Subsequent Events





On September 1, 2011 the Company issued 1,462,687 shares of its restricted common stock in conversion of $9,800 of notes payable and accrued interest at a market price of $0.014 per share.





On September 7, 2011, the Company entered into a Purchase and Sale agreement to acquire the assets of Renfro Energy LLC, a Texas limited liability company, and Cameron Parish Pipelines LLC, a Texas limited liability company, for a combined $300,000 in cash.  As additional compensation to the seller, the Company agrees to convey and assign at the closing a Ten Percent (10%) Net Profits Interest (“NPI”) to the seller.  NPI is defined as revenues attributable to oil and gas production, less direct expenses and costs, from the Cameron Parish School Board lease (“CPSB”).  The Company expects the acquisition to be completed by October 31, 2011 contingent upon the
successful completion of audits of both companies.





On September 20, 2011, the company issued 2,000,000 shares of its restricted stock to a consultant for services rendered.  The shares were valued at the market price on the date of issuance of $0.0531, or $106,200.





On October 7, 2011, the company issued 6,000,000 shares of its restricted common stock in conversion for $6,000 of loans payable and accrued interest at a market price of $0.024 per share.





The Company has evaluated subsequent events through the date the financial statements were issued and filed with Securities and Exchange Commission. The Company has determined that there are no other events that warrant disclosure or recognition in the financial statements.





33





Item 2.    Management’s Discussionand Analysis of Financial Condition and Results of Operations.





SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS





We believe that it is important to communicate our future expectations to our security holders and to the public.  This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You can expect to identify these statements by forward-looking words such as “may,” “might,”
“could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions.  Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement.  Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives,
expectations and prospects will be achieved.





Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended February 28, 2011 and in our subsequent filings with the Securities and Exchange Commission.  The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.





Company Overview





We are a development stage company and have not generated any revenue to date. The following discussions sets forth selected financial information for the periods indicated. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.





We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, however, there is no assurance that we will be successful in raising additional capital.





Plan of Operation





We are a development stage company engaged in the identification, acquisition, exploration and, if warranted, development of prospective oil and gas properties and the acquisition of plastics recycling businesses.





With the acquisition of Ontario in July 2010, the company initiated plans to move into the business of recycling oil based plastics.  We are focused on acquiring, developing and operating plastic recycling operations throughout North America.  We expect to begin operations of this division in fiscal 2012.  Our goal is to become an important partner for leading recycling companies who need proficient services. We expect Ontario to eventually become carbon neutral and process up to 30 Million pounds of post-industrial and post-consumer scrap plastics per year with revenues approaching Five million dollars per year at these processing levels.  We are also aggressively
seeking additional acquisition targets in the plastics recycling market place to increase our processing capacity and are currently speaking to companies in the automotive and beverage industries to process plastic waste streams and fulfill circular recycling streams





On September 7, 2011, we entered into a Purchase and Sale agreement to acquire the assets of Renfro Energy LLC, a Texas limited liability company, and Cameron Parish Pipelines LLC, a Texas limited liability company.  We expect the acquisition to be completed by October 31, 2011 contingent upon the successful completion of audits of both companies.  Our plans are for these acquired companies to begin producing oil and gas and realizing revenues by February 29, 2012.  The expected cash required to accomplish successful production is estimated to be $600,000 during the next six months.





We are also currently identifying and evaluating alternatives to expand our Oil and Natural gas portfolios.





We have no access to capital to repay our debt or fund our current or ongoing operations. Unless we can secure additional capital and renegotiate the terms of our outstanding debts, we may be required to discontinue our operations at any time. We will need additional further advances and issuance of debt instruments to fund our operations over the next nine months. In connection with our future business plan, management anticipates additional increases in operating expenses and capital expenditures relating to acquisition of further interests in oil and gas assets or other acquisitions. We would finance these expenses with further issuances of securities and debt issuances. We expect we would need to raise
additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities would result in dilution to our current shareholders. Further, such securities may have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If we are not able to obtain additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.




34





Results of Operations




For the Three Months Ended August 31, 2011 and 2010
 
 Revenues
 
 The Company had no revenues for the three months ended August 31, 2011 and 2010.
 
 Operating Expenses
 
 For the three months ended August 31, 2011, our operating expenses were $13,966,946 compared to $1,345,800 for the three months ended August 31, 2010, representing an increase of $12,621,146.  The increase in operating expenses was primarily attributable to a decrease in general and administrative expenses of $1,327,354 (reflecting our changes in administrative activity and changes in management structure) and an increase in consulting fees of $13,948,500 primarily consisting of stock based compensation of 13,941,000.
 
 Other Income (Expense)
 
 During the three months ended August 31, 2011, we incurred interest expense of $124,794 compared to $120,129 in the same period of 2010.  We realized a gain on recovery of payables of $14,417,928, offset by a loss on conversion of debt of $3,999,923 and accretion of convertible note discounts of $2,513 for the three months ended August 31, 2011.  For the three months ended August 31, 2010, we realized an impairment of goodwill of $397,575.
  For the Six Months Ended August 31, 2011 and 2010





Revenues





The Company had no revenues for the six months ended August 31, 2011 and 2010.





Operating Expenses





For the six months ended August 31, 2011, our operating expenses were $14,023,754 compared to $831,300 for the six months ended August 31, 2010, representing an increase of $13,192,454.  The increase in operating expenses was primarily attributable to a decrease in general and administrative expenses of $1,316,182 (reflecting our changes in administrative activity and changes in management structure) and an increase in consulting fees of $13,994,136 primarily consisting of stock based compensation of 13,991,000.  For the six months ended August 31, 2010, we recorded a credit to finance fees of $(514,500) while we incurred no finance fees for the six months ended August 31, 2011.





Other Income (Expense)





During the six months ended August 31, 2011, we incurred interest expense of $251,023 compared to $237,686 in the same period of 2010.  We realized a gain on recovery of payables of $14,417,928, offset by a loss on conversion of debt of $4,033,173 and accretion of convertible note discounts of $13,401 for the six months ended August 31, 2011.  For the six months ended August 31, 2010, we realized an impairment of goodwill of $397,575.





Net Loss





For the period from November 4, 2004 (date of inception) to August 31, 2011, we have incurred an accumulated loss of $48,037,049.





Liquidity and Capital Resources





Liquidity and Capital Resources during the six months ended August 31, 2011 compared to the six months ended August 31, 2010





As of August 31, 2011, the Company had no cash and a deficit in working capital of $6,827,417.  The Company used cash of $38,822 in operations for the six months ended August 31, 2011. The Company used $1,732 in operating activities during the six months ended August 31, 2010.





No cash flows were generated from investing activities and cash from financing activities was $38,822, consisting of advances from its officer, for the six months ended August 31, 2011.  No cash flows were generated from investing or financing activities for the six months ended August 31, 2010.





We will require additional financing during the current fiscal year in order to pay certain general and administrative costs while we re-evaluate our business strategy.  We presently do not have sufficient financing to enable us to complete these activities and will require additional financing or loans or advances from our management and shareholders. Our actual expenditures on these activities will depend on the amount of funds we have available as a result of our financing efforts. There is no assurance that we will be able to raise the necessary financing.





Going Concern





Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the consolidated financial statements for the year ended February 28, 2011 regarding concerns about our ability to continue as a going concern. Our unaudited consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.





35





Our unaudited consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/ or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited consolidated financial statements do not include any adjustments to the
amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.





There is no assurance that our operations will be profitable. The Company has conducted private placements of its common stock and has issued notes payable, which have generated funds to satisfy the initial cash requirements of its planned exploration ventures. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.





Off-Balance Sheet Arrangements





We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.





Critical Accounting Policies





The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to
monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.





Our significant accounting policies are summarized in Note 3 of our unaudited consolidated financial statements. While all of these significant accounting policies impact the Company’s consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company and require management to use a greater degree of judgment and estimates. We believe that the estimates and assumptions that are most important to the portrayal of our consolidated financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the
accounting for mineral property costs, impairment of long-lived assets, income taxes and stock-based compensation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future consolidated financial conditions or results of operations. We suggest that our significant accounting policies be read in conjunction with this Management's Discussion and Analysis of Financial Condition.





Item 3.    Quantitative andQualitative Disclosures About Market Risk.





The disclosure required under this item is not required to be reported by smaller reporting companies; as such term is defined by Item 503(e) of Regulation S-K.





Item 4.    Controls andProcedures.





(a)
Evaluation of Disclosure Controls and Procedures





The Company’s management, with the participation of the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.  Based on this evaluation, the CEO and CFO concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by the Company in the
reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.





36





(b)
Changes in Internal Control over Financial Reporting





There were no changes in our internal control over financial reporting that occurred during the period covered by this report 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





We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.





Item 1A.  Risk Factors





There have been no material changes from the risk factors previously disclosed in the Company’s Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended February 28, 2011, filed with the SEC on August 9, 2011.





Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.





On June 15, 2011, the Company issued 6,000,000 shares of its restricted common stock in conversion of $6,000 of notes payable at a price of $0.001 per share.





On July 13, 2011, the Company issued 261,000,000 shares of its restricted common stock in conversion of $251,000 of notes payable at an average price of $0.00096 per share.





On July 13, 2011, the Company issued 2,500,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.012, or a total of $30,000,000.





On July 28, 2011, the Company issued 10,000,000 shares of its restricted common stock in conversion of $10,000 of notes payable at a price of $0.001 per share.





On August 9, 2011, the Company issued 1,010,101 shares of its restricted common stock in conversion of $10,000 of notes payable at a price of $0.0099 per share.





On August 11, 2011, the Company issued 60,000,000 shares of its restricted common stock in conversion of $55,000 of notes payable at an average price of $0.00092 per share.





On August 12, 2011, Mr. William Lieberman, the Company’s President and Chief Executive Officer, returned to the Company 200,000,000 shares of its restricted common stock which were previously issued to him for services rendered.  The shares credited to compensation costs and were valued at the market price on the date of issuance of $0.012, or a total of $2,400,000.





On August 22, 2011, the Company issued 155,000,000 shares of its restricted common stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at the market price on the date of issuance of $0.0122, or a total of $1,891,000.





On August 24, 2011, the Company issued 1,690,141 shares of its restricted common stock in conversion of $12,000 of notes payable at a price of $0.0071 per share.





On August 30, 2011, the Company issued 2,272,727 shares of its restricted common stock in conversion of $15,000 of notes payable at a price of $0.0066 per share.





On August 31, 2011, Mr. William Lieberman, the Company’s President and Chief Executive Officer, returned to the Company 1,300,000,000 shares of its restricted common stock which were previously issued to him for services rendered.  The shares credited to compensation costs and were valued at the market price on the date of issuance of $0.012, or a total of $15,600,000.





37


On August 31, 2011, the Company issued 50,000,000 shares of its preferred stock to Mr. William Lieberman, its President and Chief Executive Officer, for services rendered.  The shares were valued at par value of $0.001, or a total of $50,000.





Item 3.Defaults Upon Senior Securities.





None.





Item 4.    (Removed andReserved).








Item 5.    Other Information.





During the quarter ended August 31, 2011, the Company experienced a change in control as Mr. William Lieberman, the Company’s Chief Executive Officer and sole Director, controls 82.5% of the voting shares of the Company as of August 31, 2011.


Item 6.    Exhibits





Exhibit No.

Description31.1

Rule 13a-14(a) Certification by the Principal Executive Officer of Registrant.31.2

Rule 13a-14(a) Certification by the Principal Financial Officer of Registrant.32.1

Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





38







SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








/s/ William Lieberman

October 19, 2011President and Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer)

Date








40