SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F/A

Amendment No. 1



o  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2006

OR

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


For the transition period from ____________ to __________




OR

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

Date of event requiring this shell company report: ______



Commission file number: 333-104670



STRATA OIL & GAS INC.

(formerly Stratabase Inc.)

(Exact name of Registrant as specified in its charter)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



918 16th Avenue NW, Suite 408, Calgary, Alberta, Canada, T2M 0K3

(Address of principal executive offices)



Securities to be registered pursuant to Section 12(b) of the Act:



None



Securities to be registered pursuant to Section 12(g) of the Act:



Common Shares, without par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: The registrant has one class of Common Stock with 28,287,544 shares outstanding as of December 31, 2006.



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.           YesxNo o



Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 o  Item 18x



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities ActYes o Nox



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)Yes o  Nox



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STRATA OIL & GAS INC.



FORM 20-F ANNUAL REPORT 2006



TABLE OF CONTENTS





Oil and Gas GlossaryIntroductionPart IItem 1.
        Identity of Directors, Senior Management and Advisors
        1Item 2.
        Offer Statistics and Expected Timetable
        1Item 3.
        Key Information
        1Item 4.
        Information on the Company
        11Item 4A.
        Unresolved Staff Comments
        20Item 5.
        Operating and Financial Review and Prospects
        20Item 6.
        Directors, Senior Management and Employees
        30Item 7.
        Major Shareholders and Related Party Transactions
        35Item 8.
        Financial Information
        36Item 9.
        The Offer and Listing
        37Item 10.
        Additional Information
        38Item 11.
        Quantitative and Qualitative Disclosures About Market Risk
        43Item 12.
        Description of Other Securities Other Than Equity Securities
        43Part IIItem 13.
        Defaults, Dividend Arrearages and Delinquencies
        44Item 14.
        Material Modifications to the Rights of Security Holders and Use of Proceeds
        44Item 15.
        Controls and Procedures
        44Item 16.
        Reserved
        44Part IIIItem 17.
        Not Applicable
        46Item 18.
        Financial Statements
        46Item 19.
        Exhibits
        72Financial Statements
        47Signature Page
        73






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OIL AND GAS GLOSSARY





Term
        DefinitionBasin
        A depressed area where sediments have accumulated during geologic time and considered to be prospective for oil and gas deposits.Bitumen
        Heavy, viscous crude oilBluesky Formation
        The Bluesky is fine to medium grained, usually glauconitic, partly calcareous or sideritic, salt and pepper sandstone with fair porosity. Chert granules and pebbles occur near the top, with thin shale interbedded throughout. The thickness is 0-46 meters in the Peace River plains subsurface. It thins to the south and southeastCHOPS
        Cold Heavy Oil Production with SandCretaceous Period
        A period 144 to 65 million years agoDevelopment
        The phase in which a proven oil or gas field is brought into production by drilling production (development) wells.Drilling
        The using of a rig and crew for the drilling, suspension, production testing, capping, plugging and abandoning, deepening, plugging back, sidetracking, re-drilling or reconditioning of a well.Drilling logs
        Recorded observations made of rock chips cut from the formation by the drill bit, and brought to the surface with the mud, as well as rate of penetration of the drill bit through rock formations. Used by geologists to obtain formation data.Exploration
        The phase of operations which covers the search for oil or gas by carrying out detailed geological and geophysical surveys followed up where appropriate by exploratory drilling. Compare to "Development" phase.Jurassic Period
        Between 206 and 144 million years agoMineral Lease
        A legal instrument executed by a mineral owner granting exclusive right to another to explore, drill, and produce oil and gas from a piece of landOil Sands
        Sand, clay and rock material containing bitumenPorosity
        The ratio of the volume of void spaces in a rock or sediment to the total volume of the rock or sediment.Reserves
        Generally the amount of oil or gas in a particular reservoir that is available for production.Reservoir
        The underground rock formation where oil and gas has accumulated. It consists of a porous rock to hold the oil or gas, and a cap rock that prevents its escape






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INTRODUCTION



Strata Oil & Gas Inc. (formerly Stratabase Inc.) was incorporated under the laws of the State of Nevada on November 18, 1998 and commenced operations in January 1999. We completed our initial public offering in February 2000.   In January 2003, the Company filed a proposal to effect a continuation of the corporate jurisdiction from the State of Nevada to Canada on Form S-4 with the United States Securities and Exchange Commission (SEC).  The Form S-4 was declared effective on or about July 7, 2004 and submitted to the shareholders of the Company.  The special meeting of stockholders to vote on the adoption of the plan of conversion was held on August 17, 2004 and a majority of the shareholders approved the plan of conversion.  Accordingly, the Company changed its name to "Stratabase Inc.," and continued to operate under the Canada Business Corporations Act.



On June 29, 2005 at an annual general and special meeting of shareholders, a majority of the shareholders of the Company approved the sale of all of the rights to the Companys software assets.  At the same meeting, a majority of the Companys shareholders also approved the change in business of the Company from software development to oil and gas exploration.  Our headquarters are located at 918 16th Avenue NW, Suite 408, Calgary, Alberta, Canada, T2M 0K3.  The telephone number is (403) 668-6539.  The Companys web address is strataoil.com.



On May 9, 2006, at a Special Meeting of the Companys stockholders, a majority of the Companys stockholders approved a 2:1 forward stock split.  The record and payment dates of the forward split were May 10 and May 11, 2006 respectively.   All of the common shares issued and outstanding on May 10, 2006 were split.   All references to share and per share amounts have been restated in this 20-F to reflect the split.



In this Annual Report, the Company, Strata Oil & Gas Inc., "we", "our", and "us", refer to Strata Oil & Gas Inc. (unless the context otherwise requires).  Summary discussions of documents referred to in this Annual Report may not be complete, and we refer you to the actual documents for more complete information.



BUSINESS OF STRATA OIL & GAS INC.



The Company operates in the oil and gas industry with a focus on Canadas oil sands and heavy oil deposits.  The Company has interests in a total of 41 oil sands leases located in Northern Alberta, Canada.



FINANCIAL AND OTHER INFORMATION



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (USD$ or $).



FORWARD-LOOKING STATEMENTS



This Annual Report includes forward-looking statements, principally in ITEM #4, Information on the Company and ITEM #5, Operating and Financial Review and Prospects".  We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business.  These forward-looking statements are subject to risks, uncertainties and assumptions including, among other things, the factors discussed in this Annual Report under ITEM #3, Key Information, Risk Factors" and factors described in documents that we may furnish from time to time to the Securities and Exchange Commission.



The words "believe", "may", "estimate", "continue", "anticipate", "intend", "expect", and similar words are intended to identify forward-looking statements.  In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this Annual Report might not occur.  Our actual results and performance could differ substantially from those anticipated in our forward-looking statements.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.



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PART I



Item 1. Identity of Directors, Senior Management and Advisors



Not applicable.



Item 2. Offer Statistics and Expected Timetable



Not applicable.



Item 3. Key Information



A. Selected Financial Data



The following sets forth selected financial information of Strata prepared in accordance with accounting principles generally accepted in the United States for the fiscal years ended December 31, 2006, 2005, 2004, 2003 and 2002.  On June 29, 2005 at an annual general and special meeting of shareholders, a majority of the shareholders of the Company approved the sale of all of the rights to the Companys software assets.  At the same meeting, a majority of the Companys shareholders also approved the change in business of the Company from software development to oil and gas exploration.  Subsequent to entering the oil and gas exploration business, we have entered into 41 oil sands leases in Alberta, Canada.  These leases have not previously generated revenue nor did we earn any revenue during the year ended December, 31 2006.  As a result, the selected financial information may not be indicative of
Stratas future performance and should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and the notes thereto included elsewhere in this annual report.



SELECTED OPERATIONS DATA

(in U.S. dollars)



StrataYears Ended December 31,2006
        2005
        2004
        2003
        2002Revenue
        $                   -
        $                  -
        $                  -
        $                  -
        $                  -Expenses
        7,059,245
        2,003,105
        347,052
        491,562
        880,568Other income (expense), net
        181,840
        (16,589)
        2,489
        (169,175)
        31,195Loss from continuing operations
        (6,877,405)
        (2,019,694)
        (344,563)
        (660,737)
        (849,373)Income (loss) from discontinued operations
        $       130,000
        $       (64,916)
        $   (350,296)
        $    (366,539)
        $    (65,272)Net income (loss)
        $ (6,747,405)
        $  (2,084,610)
        $   (694,859)
        $ (1,027,276)
        $  (914,645)Basic and diluted income (loss) per share:From continuing operations
        $          (0.26)
        $          (0.09)
        $          (0.02)
        $          (0.04)
        $         (0.05)From discontinued operations
        $          (0.00)
        $          (0.01)
        $         (0.02)
        $          (0.02)
        $         (0.01)After discontinued operations
        $          (0.26)
        $          (0.10)
        $         (0.04)
        $          (0.06)
        $         (0.06)Basic weighted average number of common shares outstanding (in millions)
        25.9
        21.6
        19.8
        16.1
        15.9Diluted weighted average number of common shares outstanding (in millions)
        N/A
        N/A
        N/A
        N/A
        N/A






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Item 3. Key Information  - continued



A. Selected Financial Data  - continued



BALANCE SHEET DATA

(in U.S. Dollars)



StrataDecember 31,2006
        2005
        2004
        2003
        2002Cash and cash equivalents
        $    3,779,527
        $       74,436
        $      52,187
        $      509,180
        $      134,093Other current assets
        81,893
        6,638
        5,329
        14,674
        113,836Property and equipment, net
        -
        -
        14,520
        37,001
        44,989Other assets, net
        -
        -
        -
        243,701
        690,120Oil and gas property interests
        2,786,842
        128,733
        -
        -
        -Total assets
        6,648,262
        209,807
        72,036
        804,556
        983,038Current liabilities
        164,213
        57,229
        34,729
        64,933
        66,455Common stock
        7,190,684
        529,834
        19,830
        19,830
        16,068Other capital accounts
        10,656,078
        4,238,052
        2,548,175
        2,555,632
        1,709,078(Accumulated deficit) retained earnings
        (11,362,713)
        (4,615,308)
        (2,530,698)
        (1,835,839)
        (808,563)Total liabilities and stockholders equity
        6,648,262
        $     209,807
        $      72,036
        $     804,556
        $      983,038




Dividends

We have never paid or declared dividends on our shares of Common Stock.

Exchange Rates

Our Financial Statements, as provided under Items 8 and 18 and all dollar amounts presented in this Registration Statement, are presented in US dollars, unless otherwise expressly stated. For comparison purposes, exchange rates into U.S. dollars are provided. The following tables set forth the exchange rate as of the latest practicable date, high and low exchange rates for the months indicated and the average exchange rates for the reporting periods indicated, based on the noon U.S. dollar buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York (Canadian Dollar = U.S. $1.00).

Exchange Rates for Canadian Versus U.S. Dollars

The exchange rate as of June 12, 2007 was CDN $1.06 per U.S. $1.00.




Exchange Rates for Canadian Versus U.S. Dollars(High/low rates for latest six months)
        High
        LowMay, 2007
        1.07
        1.11April, 2007
        1.11
        1.16March, 2007
        1.15
        1.18February, 2007
        1.16
        1.19January, 2007
        1.16
        1.18December, 2006
        1.14
        1.17




Exchange Rates for Canadian Versus U.S. Dollars
        Average ($)For the twelve months ended December 31, 2006
        1.13For the twelve months ended December 31, 2005
        1.21For the twelve months ended December 31, 2004
        1.30For the twelve months ended December 31, 2003
        1.40






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B. Capitalization and Indebtedness



Not applicable.



C. Reasons for the offer and use of proceeds



Not applicable.



D. Risk Factors



This investment has a high degree of risk.  Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus.  If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down.  This means you could lose all or a part of your investment.



RISKS RELATING TO OUR COMPANY



1.
        We are an exploration stage company, with limited operating history, which raises substantial doubt as to our ability to successfully develop profitable business operations and makes an investment in our common shares very risky.




On June 29, 2005 at an annual general and special meeting of shareholders, a majority of the shareholders of the Company approved the sale of all of the rights to the Companys software assets to a private company controlled by Trevor Newton, our former president.  At the same meeting, a majority of the Companys shareholders also approved the change in business of the Company from software development to oil and gas exploration.  As a result we have only recently commenced oil and gas exploration operations. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a business in the oil and natural gas industries. We have yet to generate any revenues from operations and have been focused on organizational, start-up, property acquisition, and fund raising activities. There is nothing at this time on which to base an assumption that our
business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including:



 our ability to raise adequate working capital;

 success of our development and exploration;

 demand for natural gas and oil;

 the level of our competition;

 our ability to attract and maintain key management and employees; and

 our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.



To achieve profitable operations, we must, alone or with others, successfully execute on the factors stated above.  If we are not successful in executing any of the above stated factors, our business will not be profitable and may never even generate any revenue, which make our common shares a less attractive investment and may harm the trading of our common shares trading on the OTC Bulletin Board.



2.
        At this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their investment.




Because the nature of our business is expected to change as a result of shifts in the market price of oil and natural gas, competition, and the development of new and improved technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication of future performance.



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Our Management may incorrectly estimate projected occurrences and events within the timetable of its business plan, which would have an adverse effect on our results of operations and, consequently, make our common shares a less attractive investment and harm the trading of our common shares trading on the OTC Bulletin Board.  Investors may find it difficult to sell their shares on the OTC Bulletin Board.



3.
        If capital is not available to us to fund future operations, we will not be able to pursue our business plan and operations would come to a halt and our common shares would be nearly worthless.




Cash on hand is not sufficient to fund our anticipated operating needs of approximately $4,000,000 for the next twelve months.  We will require substantial additional capital to participate in the development of our properties which have not had any production of oil or natural gas as well as for acquisition and/or development of other producing properties.  Because we currently do not have any cash flow from operations we need to raise additional capital, which may be in the form of loans from current shareholders and/or from public and private equity offerings.  Our ability to access capital will depend on our success in participating in properties that are successful in exploring for and producing oil and gas at profitable prices.  It will also be dependent upon the status of the capital markets at the time such capital is sought.  Should sufficient capital not be available, the development of our
business plan could be delayed and, accordingly, the implementation of our business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on their investments or a return of their investments at all.



4.
        We are heavily dependent on Manny Dhinsa, our CEO, President and Chairman.  The loss of Mr. Dhinsa, whose knowledge, leadership and technical expertise upon which we rely, would harm our ability to execute our business plan.




Our success depends heavily upon the continued contributions of Manny Dhinsa, whose knowledge, leadership and technical expertise would be difficult to replace.  Our success is also dependent on our ability to retain and attract experienced engineers, geoscientists and other technical and professional staff.   Effective May 15, 2006 we entered into a consulting agreement with Mr. Dhinsa under which Mr. Dhinsa will dedicate all of his time to the operations of the Company.  We do not maintain any key person insurance on Mr. Dhinsa.   If we were to lose his services, our ability to execute our business plan would be harmed and we may be forced to cease operations until such time as we could hire a suitable replacement for Mr. Dhinsa.



5.
        Volatility of oil and gas prices and markets could make it difficult for us to achieve profitability and less likely investors in our common shares will receive a return on their investment.




Our ability to achieve profitability is substantially dependent on prevailing prices for natural gas and oil.  The amounts of and price obtainable for any oil and gas production that we achieve will be affected by market factors beyond our control.  If these factors are not favorable over time to our financial interests, it is likely that owners of our common shares will lose their investments. Such factors include:



 worldwide or regional demand for energy, which is affected by economic conditions;

 the domestic and foreign supply of natural gas and oil;

 weather conditions;

 domestic and foreign governmental regulations;

 political conditions in natural gas and oil producing regions;

 the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels; and

 the price and availability of other fuels.



6.
        Drilling wells is speculative, often involving significant costs that may be more than our estimates.  Any material inaccuracies in drilling costs, estimates or underlying assumptions will reduce the profitability of our business and will negatively affect our results of operations.




Developing and exploring for natural gas and oil involves a high degree of operational and financial risk, which precludes definitive statements as to the time required and costs involved in reaching certain objectives.  The budgeted costs of drilling, completing and operating wells are often exceeded and can increase significantly when



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drilling costs rise due to a tightening in the supply of various types of oilfield equipment and related services.  Drilling may be unsuccessful for many reasons, including title problems, weather, cost overruns, equipment shortages and mechanical difficulties.  Moreover, the successful drilling of a natural gas or oil well does not ensure a profit on investment.  Exploratory wells bear a much greater risk of loss than development wells.  A variety of factors, both geological and market-related, can cause a well to become uneconomical or only marginally economic.



7.
        The natural gas and oil business involves numerous uncertainties and operating risks that can prevent us from realizing profits and can cause substantial losses.




Our development, exploitation and exploration activities may be unsuccessful for many reasons, including weather, cost overruns, equipment shortages and mechanical difficulties. Moreover, the successful drilling of a natural gas and oil well does not ensure a profit on investment.  A variety of factors, both geological and market-related, can cause a well to become uneconomical or only marginally economical.



The natural gas and oil business involves a variety of operating risks, including:



 fires;

 explosions;

 blow-outs and surface cratering;

 uncontrollable flows of oil, natural gas, and formation water;

 natural disasters, such as hurricanes and other adverse weather conditions;

 pipe, cement, or pipeline failures;

 casing collapses;

 embedded oil field drilling and service tools;

 abnormally pressured formations; and

 environmental hazards, such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases.



If we experience any of these problems, it could affect well bores, gathering systems and processing facilities, which could adversely affect our ability to conduct operations. We could also incur substantial losses as a result of:



 injury or loss of life;

 severe damage to and destruction of property, natural resources and equipment;

 pollution and other environmental damage;

 clean-up responsibilities;

 regulatory investigation and penalties;

 suspension of our operations; and

 repairs to resume operations.



8.
        The unavailability or high cost of drilling rigs, equipment, supplies, personnel and other services could adversely affect our ability to execute on a timely basis our development, exploitation and exploration plans within our budget.




Shortages or an increase in cost of drilling rigs, equipment, supplies or personnel could delay or interrupt our operations, which could impact our financial condition and results of operations.  Drilling activity in the geographic areas in which we conduct drilling activities may increase, which would lead to increases in associated costs, including those related to drilling rigs, equipment, supplies and personnel and the services and products of other vendors to the industry. Increased drilling activity in these areas may also decrease the availability of rigs.  We do not have any contracts with providers of drilling rigs and, consequently we may not be able to obtain drilling rigs when we need them.  Therefore, our drilling and other costs may increase further and necessary equipment and services may not be available to us at economical prices.



9.
        We are subject to complex laws and regulations, including environmental regulations, which can adversely affect the cost, manner or feasibility of doing business.




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Development, production and sale of natural gas and oil in Canada are subject to extensive laws and regulations, including environmental laws and regulations.  We may be required to make large expenditures to comply with environmental and other governmental regulations.  Matters subject to regulation include:



 location and density of wells;

 the handling of drilling fluids and obtaining discharge permits for drilling operations;

 accounting for and payment of royalties on production from state, federal and Indian lands;

 bonds for ownership, development and production of natural gas and oil properties;

 transportation of natural gas and oil by pipelines;

 operation of wells and reports concerning operations; and

 taxation.



Under these laws and regulations, we could be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs and other environmental damages.  Failure to comply with these laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties.  Moreover, these laws and regulations could change in ways that substantially increase our costs.  Accordingly, any of these liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect our financial condition and results of operations enough to possibly force us to cease our business operations.



10.
        Our oil and gas operations may expose us to environmental liabilities.




If we experience any leakage of crude oil and/or gas from the subsurface portions of a well, our gathering system could cause degradation of fresh groundwater resources, as well as surface damage, potentially resulting in suspension of operation of a well, fines and penalties from governmental agencies, expenditures for remediation of the affected resource, and liabilities to third parties for property damages and personal injuries.  In addition, any sale of residual crude oil collected as part of the drilling and recovery process could impose liability on us if the entity to which the oil was transferred fails to manage the material in accordance with applicable environmental health and safety laws.



11.
        Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.




Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.



12.
        The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.




The potential profitability of oil and gas properties is dependent upon many factors beyond our control.  For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project.  These changes and events may materially affect our financial performance.



13.
        Our auditors opinion on our December 31, 2006 financial statements includes an explanatory paragraph in respect of there being substantial doubt about our ability to continue as a going concern.




We have incurred net losses of $8,613,923 from July 1, 2005 (the date we commenced our oil and gas operations) to December 31, 2006.  Our financial statements do not include any adjustments relating to the recoverability and



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classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  We anticipate generating losses for at least the next 12 months.  Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern.  We will need to obtain additional funds in the future.  Our plans to deal with this cash requirement include loans from existing shareholders, raising additional capital from the public or private sale of equity or entering into a strategic arrangement with a third party.  If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in our company.



14.
        Because we are organized under the Canada Business Corporations Act, enforcement of civil liabilities against us or our officers or directors may be difficult or impossible from outside the jurisdiction of Canada.




We are a corporation organized under the Canada Business Corporations Act. All of our directors and officers reside in Canada.  Because all or a substantial portion of our assets and the assets of these persons are located outside the United States, it may be difficult for an investor to sue, for any reason, us or any of our officers or directors outside the United States.  If an investor was able to obtain a judgment against us or any of our officers or directors in a United States court based on United States securities laws or other reasons, it may be difficult, if not impossible, to enforce such judgment in Canada.



15.
        If we do not maintain the property lease payments on our properties, we will lose our interest in the properties as well as losing all monies incurred in connection with the properties.




We have two land packages in Alberta, Canada that were acquired through auction directly from the government of Alberta.  The land packages are made up of a number of underlying individual leases.  All of our leases require annual lease payments to the Alberta provincial government.  See Item 4.D of the 20-F for a more detailed description of the property obligations.  If we do not continue to make the annual lease payments, we will lose our ability to explore and develop the properties and we will not retain any kind of interest in the properties.



16.
        We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in locating and commercializing oil and natural gas reserves.




The natural gas and oil market is intensely competitive, highly fragmented and subject to rapid change.  We may be unable to compete successfully with our existing competitors or with any new competitors.  We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do.  This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.



17.
        We expect losses to continue in the future because we have no oil or gas reserves and, consequently, no revenue to offset losses.




Based upon the fact that we currently do not have any oil or gas reserves, we expect to incur operating losses in next 12 months.  The operating losses will occur because there are expenses associated with the acquisition and exploration of natural gas and oil properties which do not have any income-producing reserves.  Failure to generate revenues may cause us to go out of business.  We will require additional funds to achieve our current business strategy and our inability to obtain additional financing will interfere with our ability to expand our current business operations.



18.
        Because we are in the exploration stage of operations of our business our securities are considered highly speculative.




We are in the exploration stage of our business.  As a result, our securities must be considered highly speculative.   We are engaged in the business of exploring and, if warranted and feasible, developing natural gas and oil properties.  Our current properties are without known reserves of natural gas and oil.  Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we



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will generate any revenues or realize any profits in the short term.  Any profitability in the future from our business will be dependent upon locating and developing economic reserves of natural gas and oil, which itself is subject to numerous risk factors as set forth herein.  Since we have not generated any revenues, we will have to raise additional monies through loans from existing shareholders, the sale of our equity securities or strategic arrangement with a third party in order to continue our business operations.



19.
        Since our directors work for other natural resource exploration companies, their other activities for those other companies could slow down our operations or negatively affect our profitability.




Our officers and directors are not required to work exclusively for us and do not devote all of their time to our operations.  In fact, our directors work for other natural resource exploration companies.  Therefore, it is possible that a conflict of interest with regard to their time may arise based on their employment by such other companies.  Their other activities may prevent them from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slow down in operations.  It is expected that each of our directors will devote approximately 1 hour per week to our operations on an ongoing basis, and when required will devote whole days and even multiple days at a stretch when property visits are required or when extensive analysis of information is needed.



RISKS RELATING TO OUR COMMON SHARES



20.
        We may, in the future, issue additional common shares, which would reduce investors percent of ownership and may dilute our share value.




Our Articles of Incorporation authorize the issuance of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.  The future issuance of our unlimited authorized common shares may result in substantial dilution in the percentage of our common shares held by our then existing shareholders. We may value any common shares issued in the future on an arbitrary basis.  The issuance of common shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common shares.



21.
        Our common shares are subject to the "Penny Stock" Rules of the SEC and we have no established market for our securities, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.




The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than USD $5.00 per share or with an exercise price of less than USD $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, the rules require:




        that a broker or dealer approve a person's  account for transactions in  penny  stocks;  and



        the broker or dealer  receive from the investor a written  agreement to the  transaction,  setting forth the identity and quantity of the penny  stock  to  be  purchased.




In order to approve a person's account for transactions in penny stocks, the broker or dealer must:




        obtain financial information and investment experience objectives of the  person;  and



        make a  reasonable  determination  that  the  transactions  in penny stocks are  suitable  for that person and the person has  sufficient knowledge  and  experience  in  financial  matters  to be capable of evaluating  the  risks  of  transactions  in  penny  stocks.




The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:




        sets  forth  the  basis on  which  the  broker  or  dealer  made the suitability  determination;  and




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
        that the broker or dealer received a signed,  written agreement from the  investor  prior  to  the  transaction.




Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules.  This may make it more difficult for investors to dispose of our common shares and cause a decline in the market value of our stock.



Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.



22.
        We are a foreign private issuer, and you may not have access to the information you could obtain about us if we were not a foreign private issuer.




We are considered a "foreign private issuer" under the Securities Act of 1933, as amended.  As a foreign private issuer we will not have to file quarterly reports with the SEC nor will our directors, officers and 10% stockholders be subject to Section 16(b) of the Exchange Act.  As a foreign private issuer we will not be subject to the proxy rules of Section 14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-U.S. companies and will not apply to us. Accordingly, you may not be able to obtain information about us as you could obtain if we were not a foreign private issuer.



23.
        Because we do not intend to pay any cash dividends on our Common shares, our stockholders will not be able to receive a return on their shares unless they sell them.




We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common shares in the foreseeable future.  Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.



24.
        We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors.




If we are a passive foreign investment company or PFIC as defined in Section 1297 of the Code, U.S. Holders will be subject to U.S. federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year is passive income, which generally includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if we elect, adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more.  Whether we are a PFIC in any year and the tax consequences relating to PFIC status will depend on the composition of our income and assets, including cash. U.S. Holders should be aware,
however, that if we become a PFIC, we may not be able or willing to satisfy record-keeping requirements that would enable U.S. Holders to make an election to treat us as a qualified electing fund for purposes of one of the two alternative tax regimes applicable to a PFIC, which would result in adverse tax consequences to our shareholders who are U.S. citizens.



25.
        Because the majority of our assets and all of our officers and directors are located outside the United States, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors.




A significant portion of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated



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upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada would recognize or enforce judgments of United States courts obtained against us or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.  There is even uncertainty as to whether the Canadian courts would have jurisdiction to hear original actions brought in Canada against us or our directors and officers predicated upon the securities laws of the United States or any state thereof.



RISKS RELATING TO THE CONTINUANCE



26.
        Due to the Company changing its domicile on August 17, 2004 from the United States to Canada we may owe additional U.S. taxes as a result of the conversion if our conclusions relating to the value of our assets are incorrect.




For U.S. tax purposes, when we continued the company in Canada in the third quarter of 2004, it was treated as though we sold all of our property and received the fair market value for those properties. We were taxed on any income or gains realized on that "sale."  The fair market value of our assets was greater than our tax basis of our assets and as a result we had a taxable gain on the deemed "sale".



In connection with the continuation, we reviewed our assets, liabilities and paid-up capital and the extent of our losses carried forward and believe that we do not owe any U.S. federal income taxes as a result of the conversion/continuance. Accordingly, we believe that no U.S. taxes are owing as a result of the proposed conversion. It is possible that the facts on which we based our assumptions and conclusions may be challenged by the Internal Revenue Service.  In particular, our determination of fair market value was based upon a valuation of our assets and liabilities as of September 30, 2002. The value was determined based upon the cash flows projected to be generated by our intangible assets, discounted at a rate representative of an appropriate rate of return for an alternative investment of equivalent risk. This discount rate was estimated to be 25%. Underlying the valuation were key estimates of
management's projections of revenue and expenses for a six-year period which were based upon on further estimates and assumptions surrounding our cost structure, development of technology and continued market acceptance of our database products and pricing.



There are other valuation methodologies which, if employed, may have yielded a higher fair market value for our assets which would have resulted in a larger taxable gain. One such method is the "market capitalization method" where the implied value of our net assets is equal to the number of our common shares outstanding multiplied by the quoted market price of our common stock on the OTC Bulletin Board on the transaction date. Had the market capitalization method been applied, the valuation of our assets would have been substantially higher (as much as $9.6 million higher as of the September 30, 2002 valuation date) than the value determined using the discounted cash flow method and would have yielded significant taxable capital gains and taxes owing as a result of the continuance. Management assessed the two methods, but did not consider the "market capitalization method" an appropriate reflection of the
value of our company as a whole. Our Company's common stock is quoted on the OTC Bulletin Board, has a small public float and is relatively thinly traded. Because of these factors, we considered the quoted market price of our stock to be an unreliable measure of the fair value of our net assets and accordingly sought a more appropriate measure of value.



The valuation may be challenged by the Internal Revenue Service ("IRS"). Should the IRS disagree with the valuation methodology we used or any of our assumptions, they could reassess the deemed proceeds on the continuance to a higher amount. We may not have tax losses carried forward from prior years sufficient to cover any adjustments to the taxable gain required upon assessment by federal tax authorities. Should our losses be insufficient, the tax liability to our company could be significant and we may not have the available cash at that time to settle the liability owing. Should we be unable to settle any such liability, we may have to cease operations in which case our stockholders would likely loose their investment in our company.



Management believes the methodology, estimates and assumptions are not only reasonable but the most appropriate in these circumstances. Hence, we did not apply to the federal tax authorities (the Internal Revenue Service in the United States and the Canada Revenue Agency in Canada) for a ruling on this matter and do not intend to do so. We have also made certain other assumptions regarding the tax treatment of this transaction in order to reach our conclusions and it may be possible for some of these assumptions to be interpreted in a different manner which



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would be less favorable to us. You should understand that it is possible that the federal tax authorities will not accept our valuations or positions and claim that we owe taxes as a result of this transaction.



Item 4. Information on Strata Oil & Gas Inc.



A. History and Development of Strata Oil & Gas Inc.



Strata Oil & Gas Inc. (formerly Stratabase) was incorporated under the laws of the State of Nevada on November 18, 1998 and commenced operations in January 1999. We completed our initial public offering in February 2000.  Our headquarters are located at 918 16th Avenue NW, Suite 408, Calgary, Alberta, Canada, T2M 0K3.  The telephone number is (403) 668-6539.  The Companys web address is strataoil.com.   The Company operates in the oil and gas industry with a focus on Canadas oil sands and heavy oil deposits.  The Company has interests in a total of 41 oil sands leases located in Northern Alberta, Canada.



Continuance to Canada



We are presently incorporated under the Canada Business Corporations Act.  In January 2003, the Company filed a proposal to effect a continuation of the corporate jurisdiction from the State of Nevada to Canada on Form S-4 with the United States Securities and Exchange Commission (SEC). The Form S-4 was declared effective on or about July 7, 2004 and submitted to the shareholders of the Company.  The special meeting of stockholders to vote on the adoption of the plan of conversion was held on August 17, 2004 and a majority of the shareholders approved the plan of conversion.  Accordingly, the Company changed its name to "Stratabase Inc.," and continued to operate under the Canada Business Corporations Act.  "Continuance" is a process by which a corporation which is not incorporated under the laws of Canada may change its jurisdiction of incorporation to Canada. Under the Canada Business Corporations Act, if
the laws of its home jurisdiction allow for it and a resolution authorizing the continuance is approved by 66 2/3% of the company's shareholders, the company may be "continued" as a Canadian corporation by filing of Articles of Continuance with the Director under the Canada Business Corporations Act. Under the corporate law of Nevada, this process is treated as a conversion of the outstanding shares of a Nevada company to shares of a Canadian company. The business and operations of Strata following the conversion were identical in most respects to our current business, except that we will no longer be subject to the corporate laws of the State of Nevada but are subject to the Canada Business Corporations Act. The Canadian company is liable for all the debts and obligations of the Nevada company, and the officers and directors of the company are the officers and directors of Strata. On August 17, 2004, Strata filed a Form 8-A with the SEC registering its securities under Section 12(g)
of the Securities Act of 1933.



Discontinued Operations



Until the end of June, 2005 we had developed software which was designed to allow users to interface with and manage databases and customer relationships.   On June 29, 2005 at an annual general and special meeting of shareholders, a majority of the shareholders of the Company approved the sale of all of the rights to the Companys software assets to a private company controlled by our former president.  At the same meeting, a majority of the Companys shareholders also approved the change in business of the Company from software development to oil and gas exploration.



On June 29, 2005 pursuant to approval by a majority of the shareholders of the Company, the Company entered into a letter of intent to dispose of all of its interest in its proprietary software to a company (the Purchaser) controlled by its former president for $130,000.    On July 11, 2005 a definitive agreement was completed and in exchange for the rights to all of its software, the Company received a non-interest bearing promissory note (the Note) which was due July 11, 2006.  The entire amount of the promissory note was received on June 30, 2006 and has been recorded as income from discontinued operations in the Statement of Operations and Comprehensive Loss at December 31, 2006.  The Company had a lien and security interest in all of the assets that were acquired by the Purchaser.



The assets acquired by the Purchaser include all rights and use to the Strata, Relata, and Resync names, all rights and use of the trademarks, web pages, and domain names for Strata, Relata, and Resync, and all rights



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to the source code and related documentation for the Relata and Resync software.  The value of the assets disposed of was based on the results of an evaluation prepared for the Company by an independent evaluator.



The entire outstanding principal amount of the Note could have been converted, at the sole discretion of the Purchaser into the Purchasers no par value common shares (Common Shares), at any time prior to the maturity.  The Purchaser could not have converted less than the entire principal amount of the Note.  The Purchaser would not have been permitted to convert this Note into Common Shares if there had been an event of default which had not been cured and or was continuing.

The Purchaser had at his sole discretion, the right to convert the promissory note to equity in his private company.  If the Purchaser had chosen to convert the promissory note to equity, it would have been converted into shares of his company at market value.  The promissory note was secured by all of the assets acquired by the Purchaser. The Purchaser could have assigned his rights under the purchase agreement, provided that the terms of sale of the software assets to such alternate buyer or assignee would have been substantially the same as described above.



The results of operations of the software operations have been segregated in the financial statements as discontinued operations for the current and prior periods.



Settlement of Loan Receivable

In May 2002, the Company loaned $150,000 to Advanced Cell Technology ("ACT"), a private biotechnology company, in exchange for a convertible promissory note receivable. The note was unsecured, bore interest at 20% per annum, matured on April 30, 2003, and was to be converted into stock of ACT should ACT have proceeded with a preferred stock financing prior to the note's maturity date. The Company accrued a receivable for interest income, due under the terms of the promissory note, in the amount of $21,206 at December 31, 2002. At April 30, 2003, the note receivable was in default. The Company received notice from ACT of their intention to settle the note receivable in full out of future financing.  With the uncertainty regarding the recoverability of the note receivable, in 2003 the Company reserved the principal amount of the note receivable and accrued interest outstanding at December 31, 2002 and fully
reserved all additional accruals of interest.

On May 8, 2006 the Company completed an agreement with the current parent company of ACT, Advanced Cell Technology, Inc. (ACTC) for settlement of the loan.  The Company received 109,557 common shares of ACTC, a public company, for settlement of the principal and interest of the loan.  As part of the settlement, the Company had agreed to pay its legal counsel a contingent fee based on the loan settlement amount.  As a result, of the total 109,557 common shares of ACTC received by the Company, 14,232 were assigned to the Companys counsel for payment of legal fees.  Therefore, the Company currently owns 95,325 shares of ACTC at a cost of $115,343 and a market value of $55,288 at December 31, 2006.  The gross unrealized holding loss for the twelve month period ended December 31, 2006 was $60,055.  The cost and market values of the ACTC shares were determined by reference to their closing
prices on May 8 and December 31, 2006 respectively as quoted on the OTC:BB.  As a result of the settlement of the loan with ACTC, the Company has recognized a gain of $115,343 at December 31, 2006.



B. Business Overview



HISTORICAL CORPORATE DEVELOPMENT



The Company was originally a United States incorporated software development company.  In August 2004 the Company formally completed the process of becoming a Canadian-based company and on June 29, 2005 the Company sold all of its interests in its software assets and became a business engaged in oil and gas exploration.



The Company currently has interests in oil sands properties located in the Wabasca and Peace River areas of Northern Alberta, Canada.  A description of the Companys properties is set out below.



The Company is an exploration stage company and there is no assurance that a commercially viable oil or gas deposit exists on any of its properties. Further evaluation will be required on each property before a final evaluation as to the economics and legal feasibility of the property is determined.



The Company has an interest in 41 oil sands leases in northern Alberta, Canada.  Forty of the leases are in the Peace



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River Oil Sands area and one is located in the Wabasca (a.k.a. Wabiskaw) Oil Sands region.



MATERIAL EFFECTS OF GOVERNMENT REGULATION



Development, production and sale of natural gas and oil in Canada are subject to extensive laws and regulations, including environmental laws and regulations.  The oil and gas leases currently leased by the Company are owned by the Province of Alberta and are managed by the Department of Energy.  We may be required to make large expenditures to comply with environmental and other governmental regulations.  Matters subject to regulation include:



 location and density of wells;

 the handling of drilling fluids and obtaining discharge permits for drilling operations;

 accounting for and payment of royalties on production from state, federal and Indian lands;

 bonds for ownership, development and production of natural gas and oil properties;

 transportation of natural gas and oil by pipelines;

 operation of wells and reports concerning operations; and

 taxation.



Under these laws and regulations, we could be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs and other environmental damages.  Failure to comply with these laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties.  Moreover, these laws and regulations could change in ways that substantially increase our costs.  Accordingly, any of these liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect our financial condition and results of operations enough to possibly force us to cease our business operations.



ANTICIPATED CHANGES TO FACILITIES AND EMPLOYEES



Management of the Company anticipates no changes to either facilities or employees in the near future.



SEASONALITY, DEPENDENCY UPON PATENTS, LICENSES, CONTRACTS, PROCESSES, SOURCES AND AVAILIBILTY OF RAW MATERIALS



Certain of the Companys properties may be in remote locations and subject to significant temperature variations and changes in working conditions.  It may not be possible to actively explore the Companys properties in Alberta throughout the year because seasonal changes in the weather.  If exploration is pursued at the wrong time of year, the Company may incur additional costs to address issues relating to the weather.



Shortages or an increase in cost of drilling rigs, equipment, supplies or personnel could delay or interrupt our operations, which could impact our financial condition and results of operations.  Drilling activity in the geographic areas in which we conduct drilling activities may increase, which would lead to increases in associated costs, including those related to drilling rigs, equipment, supplies and personnel and the services and products of other vendors to the industry. Increased drilling activity in these areas may also decrease the availability of rigs.  We do not have any contracts with providers of drilling rigs and, consequently we may not be able to obtain drilling rigs when we need them.  Therefore, our drilling and other costs may increase further and necessary equipment and services may not be available to us at economical prices.



COMPETITION



The natural gas and oil exploration industry is intensely competitive, highly fragmented and subject to rapid change.  We may be unable to compete successfully with our existing competitors or with any new competitors.  We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do.  This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.



C. Organizational Structure



The Company is not part of a group and has no subsidiaries.



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D. Property Plant and Equipment



CORPORATE OFFICES



We do not own any real property. Our offices are located at 918 16th Avenue NW, Suite 408, Calgary, Alberta, Canada, T2M 0K3.   The office is leased on a month-to-month basis. We believe that the facilities will be adequate for the foreseeable future. All costs described in this section are stated in U.S. dollars as converted from Canadian dollars.  Accordingly, the costs may vary to some degree with the currency exchange rate.



OIL SANDS LEASES



The Company has an interest in 41 oil sands leases in northern Alberta, Canada.  Forty of the leases are in the Peace River Oil Sands area and one is located in the Wabasca (a.k.a. Wabiskaw) Oil Sands region.



Oil Sands Background



Oil Sands refer to unconsolidated, bitumen-saturated sands containing varying amounts of clay and rock material. The bitumen content refers to a heavy, viscous crude oil that generally does not flow under natural reservoir conditions.  As a result, it cannot be recovered from a conventional well the way lighter oil is most often produced.  The oil sands are contained in three major areas beneath an approximate 140,800 square kilometres (54,363 square miles) of north-eastern Alberta - an area larger than the state of Florida.  As of December 2002, according to the Alberta Department of Energy, these three areas, Athabasca/Wabasca, Peace River, and Cold Lake, contained 1.6 trillion barrels of bitumen in-place, of which 174 billion barrels are proven reserves that can be recovered using current technology.



These deposits contain a significant amount of oil but until recently the cost of extraction has created a barrier to economic development.  Extraction of oil from oil sands requires technologically intensive activity and the input of significant amounts of energy to exploit the oil sands deposits.  There are two main types of oil sands production methods:  mining and in-situ.  Oil sands mining is accomplished using an open pit operation whereby the oil sands are dug up and trucked to a processing facility.  For oil sands reservoirs too deep to support economic surface mining, some form of in-situ recovery is required to produce bitumen.  In-situ production is similar to that of conventional oil production where oil is recovered through a well.  The Alberta Energy and Utilities Board estimates that 80 percent of the total bitumen ultimately recovered will be with in-situ techniques.  Numerous in-situ
technologies have been developed that apply thermal energy to heat the bitumen and allow it to flow to the well bore.



There are some oil sands reservoirs where primary or cold production is possible.  The lighter bitumen in these areas can flow towards a well and bitumen production can be enhanced by the co-production of sand, thereby creating a downhole cavity around the well bore which facilitates the flow of oil towards the well.  This type of production technology is commonly called cold heavy oil production with sand (CHOPS).  While this type of bitumen is marginally lighter and less viscous than the conventional bitumen found in mineable and other in-situ reserves, it is also slightly heavier than the conventional Heavy Oil reservoirs produced in the heavy oil belt region, located around the central Alberta - Saskatchewan border.  Another production technology, which may be suitable for some of the lighter oil sands reservoirs is the use of horizontal well bores.
Horizontal production wells, which have been drilled up to more than 2 kilometers away from their surface locations, have been successfully applied to cold in-situ bitumen production, where it is suitable.  In general, open pit oil sands mines are found in central Athabasca deposits, while in-situ bitumen production technology is used in the Cold Lake, south Athabasca, and Peace River deposits, where the overburden thickness exceeds 50 meters.



Oil in oil sands is found mainly in high porosity quartz arenites to arkosic sands that cover large areas and lie up-dip from the purported source rocks to the southwest.  There are also vast amounts of heavy oil as well in fractured carbonate rocks of 10-14% porosity underlying a large triangular region of north central Alberta.  In addition, there is a large amount of heavy oil in a series of thinner blanket sands and channel sands extending all the way from Suffield Alberta to zones overlying the Cold Lake Oil Sands near Bonnyville, and extending well into Saskatchewan.  The latter deposits called the heavy oil belt are the sites of the most development attention because the oil is less viscous and it can be produced using either CHOPS or horizontal well technology.



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The source rocks for the oil sands are from the Cretaceous and Jurassic shales in the Alberta Syncline.  Rapid sedimentation of organic rich argillaceous material caused large flow volumes to be generated as the result of compaction.  Deep burial of the kerogeneous source rocks allowed organic diagenesis to occur resulting in the generation of oil and gas from the kerogen.  The oil sands are 98% un-cemented (unconsolidated sandstones).  The ingress of bitumen has essentially stopped diagenetic processes and the sands do show strong evidence of the early effects of pressure solution and recrystallization but true cementation is quite rare as are significant calcite cemented zones.



DROWNED AREA OIL SANDS LEASE



Acquisition of Interest



On September 7, 2005 the Company acquired a 100% interest in Alberta Oil Sands Lease #7400100011 (the Drowned Property).  The rights to the Drowned Property were acquired for a payment of CDN $25,000 (USD $20,635) as well as other closing costs of CDN$9,874 (USD $8,150).  The Drowned Property covers 512 hectares of land in the Drowned Area of the Wabasca oil sands in the West Athabasca area of Northern Alberta.  The lease gives the Company the right to explore the Drowned Property covered by the lease.



Strata's acquisition of the Drowned Property lease includes an overriding 4% royalty agreement with the vendor.  The royalty is to be paid on a well-to-well basis and is payable on all petroleum substances produced by any well on the Property.   In addition, the Company must pay the province of Alberta CDN $1,792 (USD $1,538) per year to maintain its right to the lease.  The lease is subject to a royalty payable to the government of Alberta.  The royalty is calculated using a revenue-less-cost formula.  In years prior to the recovery of the projects capital investment, the royalty is 1% of gross revenue.  Once the project costs have been recovered, the royalty is the greater of 1% of gross revenue or 25% of net revenue.



Location



The Drowned Property lies near the southern edge of the Wabasca Heavy Oil/Oil sands field in west Athabasca approximately 45km south of the town of Wabasca or 60km Northeast of Slave Lake.



Lease Number
        Hectares
        Townships
        Range
        Section7400100011
        512
        75, 76
        23
        1 and 36




Drowned Project Lease Information



The Drowned Property is comprised of a single lease with the government of the province of Alberta, Canada.  The lease is a fifteen year lease and expires on October 4, 2015.



Lease Number
        Hectares
        Rent / Hectare
        Annual Minimum Lease Payments7400100011
        512
        CDN $3.50 (USD $3.00) per year
        CDN $1,792 (USD $1,538) per year




Regional Geology



Regionally, the Wabiskaw Reservoir consist of three overlapping en-echelon sand bodies interpreted as shoreface sand which coarsen upwards from shale to fine sand.   The three bodies are informally referred to as Wabiskaw A Sand, Wabiskaw B Sand, and Wabiskaw C Sand.   The three bodies are separated from each other by shales and each has proven to be correlatable and mappable over a wide area.  All three bodies contain bitumen but only the bitumen sand of the Wabiskaw A is being cold produced at the present time.  The B and C are generally thinner and contain smaller bitumen accumulations.



Gas and water are also significant components of the reservoir fluids in the Wabiskaw sands.  Several associated gas fields are currently in production.  There may be a distinct basal water leg below the bitumen.  This is especially true in the southwestern part of the Wabiskaw reservoirs.



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The deposit lies above the western part of the Athabasca oil sands and extends westward somewhat beyond the McMurray Formation edge.  In many regions, the Wabasca is oil rich and it overlies the McMurray forming two stacked reservoirs.  Detrital matter arrived mainly from the west but mixed with a small component of sediments from the shield.  The bitumen is highly viscous and is at a depth of 100 to 700 meters.  The Wabasca is classified as the lowest Member of the Clearwater Formation and therefore overlies the McMurray Formation.  The reservoir and the thickness of oil saturated material vary from 0 to 10 meters.



Property Geology



Several pre-existing bore holes indicate that neither the Wabiskaw A sand nor the Wabiskaw B sand is present on the Companys Drowned Property, although it appears that 0 to 4 meters of a thin bitumen-bearing Wabiska C sand may be present.  In addition, the McMurray Formation is present beneath the Wabiskaw and fills a local north-south oriented valley system incised into the older limestone basement. These McMurray valley filled sediments appear to be complex, consisting mainly of water-bearing silts and clays, and hold only minor, discontinuous, bitumen-bearing sands of an unknown quality.    The Wabiskaw and McMurray sands lie at a depth of 550 to 600 meters and the Grand Rapids reservoir lies at a depth of 425 to 500 meters.



Previous Work



The Drowned Project has had four wells drilled on it for gas exploration. The geophysical well logs demonstrate the presence of bitumen in all four wells, one of which shows the presence of oil sands.     The Company did not undertake any exploration work on the Drowned Property in 2006.



Planned Work by the Company for 2007



The Company has focused its exploration efforts on its Peace River Property and as a result, does not have any current plans to undertake an exploration program on the Drowned Property in 2007.



PEACE RIVER OIL SANDS LEASES



The following are two maps showing the location of the Companys 40 oil sands leases in the Peace River region of northern Alberta, Canada.



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17





Acquisition of Interest



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The Company has entered into a series of leases in multiple transactions with the province of Alberta in the Peace River area of Alberta, Canada (the Peace River Property).  All of the leases were acquired through a public auction process that requires the Company to submit sealed bids for land packages being auctioned by the provincial government.  Upon being notified that it has submitted the highest bid for a specific land parcel the Company immediately pays the government the bid price and enters into a formal lease with the government.    The bid price includes the first years minimum annual lease payments.  The specific transactions entered into by the Company are as noted below.



Date
        Number of Leases
        Land Area
(Hectares)
        Annual Minimum Lease PaymentsDecember 15, 2005
        7
        10,752
        CDN $37,632 / USD $32,294June 15, 2006
        3
        4,864
        CDN $17,024 / USD $14,609August 10, 2006
        9
        7,424
        CDN $25,984 / USD $22,298August 24, 2006
        2
        2,048
        CDN $7,168 / USD $6,151October 19, 2006
        4
        3,584
        CDN $12,544 / USD $10,765November 2, 2006
        9
        14,336
        CDN $50,176 / USD $43,058January 11, 2007
        4
        4,608
        CDN $16,128 / USD $13,840January 24, 2007
        2
        2,304
        CDN $8,064 / USD $6,92040
        49,920
        CDN $174,720 / USD $149,935




The Peace River Property consists of a total of 49,920 hectares of land in a region of northern Alberta known as Peace River.  The lease is subject to royalties payable to the government of Alberta.  The royalty is calculated using a revenue-less-cost formula.  In years prior to the recovery of the projects capital investment, the royalty is 1% of gross revenue.  Once the project costs have been recovered, the royalty is the greater of 1% of gross revenue or 25% of net revenue.

Location



The Peace River Property lies on the southern edge of the Peace River oil sands field in Alberta in an approximate 50 to 60 kilometer arc from the town of Peace River.  A portion of the leases lie in a northeast direction from Peace River while the other portion lies in a south and southeast direction.



Peace River Project Lease Information



The Peace River Property is comprised of 40 leases with the government of the province of Alberta, Canada.  All of the leases are for a 15 year term, require minimum annual lease payments, and grant the Company the right to explore for potential oil sands opportunities on the respective lease.



Regional Geology



The Peace River Reservoir consists of a complex stratigraphy similar in nature to the Athabasca Deposit to the east.  These are thought to comprise fossil estuarine systems where the best reservoirs are contained in tidal inlet and barrier sands.  Secondary reservoir targets may be tidal delta, bayhead delta, tidal channel, and tidal flat sands.  Structurally, the Peace River strata dip to the southwest and the elevation of the bitumen-bearing interval lies between 50 and 100 meters below sea level or at a depth of between 680 to 790 meters below the surface.



Property Geology



The geology of the Companys Peace River Property appears more favorable and offers somewhat greater economic potential than the Companys Drowned Property.  There are two potentially clean reservoir sand trends, an upper and a lower sand, in the northern part of the regional areas around certain of the Companys leases.  Water is a significant component of the reservoir fluids, as observed regionally around the Companys Peace River Property from geophysical well logs.   Although there appears to be no top water and very little associated gas in the regional area, the relative location and thickness of water-bearing sand legs can have a detrimental effect on bitumen production and is undesirable when considering production.



19



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Previous Work



Former lease holders have drilled several wells on the Companys Peace River Property.  Geophysical well logs are of variable quality but generally consist of a full suite of tools to evaluate the potential reservoirs.  Many of the well logs indicated poor bore hole integrity over the Bluesky-Gething bitumen interval which can effect the quality of the well logs.  The logs and core indicate the presence of bitumen in generally low grade quantities over the regional area.  However some areas lie within a trend with maximum net bitumen thickness of 12 to 17 meters, although not always in continuous intervals.  Currently, only one lease has a well that contains gas in the Peace River reservoir interval.



Planned Work by the Company for 2007



In November 2006, the Companys Board of Directors approved a drilling program budget of CDN $4,385,000 (USD $3,763,000).  The budget was prepared with the assistance of Stratas primary contractor for the drill program, Norwest Corporation of Calgary, Alberta.  The budget covers the drilling of six wells with five planned for the Cadotte leases and one for the Bearhead leases.  Four of the wells were to be cored.   The wells on the Cadotte could be up to a depth of 700m while the well on the Bearhead could be up to a depth of 850 m.  These wells are to be licensed as MSL (production wells). License applications will be made for an additional 6 wells on the same land.  Reclamation deposits may be required once the wells are licensed.  The drill locations were chosen according to the well logs and previously drilled wells in and around the area. The Company completed the initial geological mapping of
the area to determine drill targets.



The Company completed the approval and permitting process with the Province of Alberta in January, 2007 and commenced drilling its first well in February 2007.  The drilling program was initially changed to drill five wells instead of six.  These changes were made after the budget was approved but while drilling operations were ongoing.  The reasons for delaying one of the wells (on the Bearhead location) was the initial cost of the well, the cost to move the rig and equipment to that location, and also the fact that this location had year round access which means the drilling can take place at any time of year.  The savings on this well allowed the company to do production tests on the Cadotte leases where we are limited to winter access only.  A total of four wells were drilled in the 2007 winter drilling season on the Cadotte leases.  Three wells were drilled with cores in the Cadotte West region, two of
which were cased for production testing, and one well drilled, cored, cased and tested in the Cadotte East region.  Due to timing and the nearing of spring break up the fifth location in the Cadotte East region could not be completed.  However the Company feels that the one well drilled in the Cadotte East region will give us enough information to determine future developments in this area.  Tests are currently in progress as are the analysis of the cores.  Once these production test results along with a technical report of the cores have been prepared and analyzed we will move forward accordingly to determine a plan to further develop the areas of interest.



Estimated Reserves of Crude Oil and Natural Gas



We began our oil and gas operations on July 1, 2005, pursuant to our change of business approved at our Annual and Special Meeting on June 29, 2005. Subsequent to this date, we acquired interests in eight leases.



In the United States, registrants, including foreign private issuers like us, are required to disclose proved reserves using the standards contained in Rule 4-10(a) of the United States Securities and Exchange Commissions (SEC) Regulation S-X.  The Company has completed the drilling of its first four wells.  However, the Company has not yet received the final report on the results of its drilling.   As a result, at this time, we have not yet commissioned an engineering study to determine proven and probable reserves and, thus, have no such reportable reserve information.



Item 4A.  Unresolved Staff Comments



Not applicable.



Item 5. Operating and Financial Review and Prospects



Managements Discussion and Analysis of Financial Condition and Results of Operations



Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying audited consolidated financial statements for the fiscal years ended December



20



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31, 2006, 2005, and 2004. These reports are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States, referred to in this annual report as US GAAP.



Certain statements contained in the foregoing MD&A and elsewhere in this 20-F constitute forward-looking statements.  Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the financial statements were made, and readers are advised to consider such forward-looking statements in light of the risks set forth in section 3.D. above.



CONTROLS AND PROCEDURES



Disclosure Controls and Procedures

The Companys management has evaluated the effectiveness of the Companys disclosure controls and procedures. Based upon the results of that evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and forms.



Internal Controls over Financial Reporting

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision of the Companys Chief Executive Officer and Chief Financial Officer, the Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP). The Companys controls include policies and procedures that:




        pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;



        provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; and



        provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the annual financial statements or interim financial statements.




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Management conducted an evaluation of the design and operation of the Companys internal control over financial reporting as of December 31, 2006, based on the criteria set forth inInternal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Companys internal control over financial reporting was effective as of December 31, 2006 and no material weaknesses were discovered.



As this report is required for U.S. reporting purposes, and the Company is a foreign private issuer as defined in Rule 3b-4 of the Exchange Act and the Company is not a large accelerated filer, the Companys auditor has not attested to managements evaluation of internal controls over financial reporting for the year-ended December 31, 2006.



There has been no change in the Companys internal control over financial reporting during the Companys year ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



21



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Limitations of Controls and Procedures

The Companys management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.



A. Overall Performance



The following table sets forth the audited consolidated statement of operations data for Strata for the fiscal years indicated:



StrataYears Ended December 312006
        2005
        2004Expenses
        $     7,059,245
        
        $   2,003,105
        
        $        347,052Other income (expenses)
        181,840
        
        (16,589)
        
        2,489Loss from continuing operations
        (6,877,405)
        
        (2,019,694)
        
        (344,563)Income (loss) from discontinued operations
        $        130,000
        
        $      (64,916)
        
        $     (350,296)Net loss
        $  (6747,405)
        
        $ (2,084,610)
        
        $     (694,859)Net loss per share:From continuing operations
        $           (0.26)
        
        $          (0.09)
        
        $           (0.02)From discontinued operations
        $           (0.00)
        
        $          (0.01)
        
        $           (0.02)After discontinued operations
        $           (0.26)
        
        $          (0.10)
        
        $           (0.04)Weighted average number of
common shares outstanding
(in millions)
        25.9
        
        21.6
        
        19.8




Year ended December 31, 2006 compared to year ended December 31, 2005



RESULTS OF OPERATIONS



On June 29, 2005 at an annual general and special meeting of shareholders, a majority of the shareholders of the Company approved the sale of all of the rights to the Companys software assets.  At the same meeting, a majority of the Companys shareholders also approved the change in business of the Company from software development to oil and gas exploration.  The Company approved its first oil sands exploration drill program in November 2006 and as a result has not incurred significant oil and gas exploration expenditures at December 31, 2006.  The income from discontinued operations of $130,000 relates to the receipt of the proceeds from the sale of the Companys former business operations to its former President.



During the year ended December 31, 2006, we incurred a net loss of $6,747,405 compared to a net loss of $2,084,610 for the year ended December 31, 2005.  Included in the 2006 loss is an income from discontinued operations of $130,000 from the sale of certain assets relating to our previous technology business (ceased on June 29, 2005) compared to a 2005 loss from discontinued operations of $64,916.



REVENUES



22



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The Company did not earn any revenue for the year ended December 31, 2006 or 2005.  We do not anticipate earning revenues until such time as we have entered into commercial production of our oil and gas properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of oil or gas resources on our properties, or if such resources are discovered, that we will enter into commercial production of our oil and gas properties.



CONTINUING OPERATIONS



The Company incurred a loss from continuing operations of $6,877,405 for the year ended December 31, 2006 compared to a loss from continuing operations in 2005 of $2,019,694, an increase of $4,857,711.  A substantial portion of the increase in the loss from continuing operations relates to the recognition of $6,746,118 in stock-based compensation in 2006 compared to $1,691,671 in 2005.  The large increase in stock-based compensation is due to the Company granting stock options in 2006 when the Companys share price was significantly higher than it was when stock options were granted in 2005.  In general, a higher share price results in a higher stock-based compensation expense when the fair value of stock option grants is calculated using the Black-Scholes model.  All stock options granted in 2006 and 2005 were to non-employees. Stock options granted in 2006 and 2005 will continue to be re-valued and
amortized until the options vest.



Aside from the effect of stock-based compensation, a large portion of the balance of the 2006 net loss from continuing operations is comprised of costs related to general and administrative activities.  In 2005, many of the costs related to expenses incurred during the transition stage when the Company moved from the software business to oil and gas exploration.   Salaries and benefits have decreased to $10,564 in 2006 from $128,996 in 2005.  The decrease reflects the fact that since March 2006 the Company has utilized consultants for all of its activities while in 2005 the Company had employees for most of the year.  Correspondingly, consulting expense increased in 2006 to $6,883,851 from $1,744,442 in 2005.  A significant portion of the increase from 2005 relates to stock-based compensation of $6,746,118 in 2006 compared to $1,691,671 in 2005.  The balance of the increase relates to payments made to
consultants of $137,733 in 2006 compared to $52,771 in 2005.  Professional fees increased in 2006 to $65,652 from $46,921 in 2005, an increase of $18,731.  The increase can partially attributed to the general activity level increasing in 2006 compared to 2005.  In 2005 the Company was operating as a software business but did not have a significant level of activity.  In 2006, the Company had a full year of operating as an oil and gas exploration business and as a result was much more active.     Office and Sundry increased in to $93,497 in 2006 from $43,199 in 2005 due to several factors including printing new Company brochures, redesigning the Company web site, and costs related to the implementation of new accounting software.



DISCONTINUED OPERATIONS



Income from discontinued operations in 2006 was $130,000 compared to a loss in 2005 of $64,916.  The income in 2006 from discontinued operations of $130,000 relates to the receipt of the proceeds from the sale of the Companys former business operations to its former President while the loss in 2005 related to transition costs when the Company entered the oil and gas business.   Even though the sale was completed in 2005 the gain was not recognized until 2006 since the entire proceeds of sale consisted of the note receivable from the Companys former president.  The assets sold to the Companys former president had previously been fully depreciated, hence, had no carrying value on the Companys financial statements on the date of sale.  The ultimate gain to be recognized then equaled the amount of the note.  Given that the assets sold have not recently generated positive cash flow from
operations, the Company believed there to be significant uncertainty as to the Companys ability to realize non-cash proceeds (i.e. the note receivable) in the transaction.  Because the proceeds were entirely covered by the note receivable, the gain was not recognized until 2006 when the proceeds were received.



No revenues were recognized from discontinued operations in 2006 and 2005.



INTEREST AND OTHER INCOME (EXPENSE)

The Company recognized a gain of $115,343 in 2006 relating to the settlement of a loan that the Company had previously reserved.  In May 2002, the Company loaned $150,000 to Advanced Cell Technology ("ACT"), a private biotechnology company, in exchange for a convertible promissory note receivable. The note was unsecured, bore interest at 20% per annum, matured on April 30, 2003, and was to be converted into stock of ACT should ACT have proceeded with a preferred stock financing prior to the note's maturity date. The Company accrued a receivable for



23



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interest income, due under the terms of the promissory note, in the amount of $21,206 at December 31, 2002. At April 30, 2003, the note receivable was in default.   On May 8, 2006 the Company completed an agreement with the current parent company of ACT, Advanced Cell Technology, Inc. (ACTC) for settlement of the loan.  The Company received 109,557 common shares of ACTC, a public company, for settlement of the principal and interest of the loan.  As part of the settlement, the Company had agreed to pay its legal counsel a contingent fee based on the loan settlement amount.  As a result, of the total 109,557 common shares of ACTC received by the Company, 14,232 were assigned to the Companys counsel for payment of legal fees.  Therefore, the Company currently owns 95,325 shares of ACTC at a cost of $115,343 and a market value of $55,288 at December 31, 2006.  The gross unrealized holding
loss for the twelve month period ended December 31, 2006 was $60,055.  The cost and market values of the ACTC shares were determined by reference to their closing prices on May 8 and December 31, 2006 respectively as quoted on the OTC:BB.  As a result of the settlement of the loan with ACTC, the Company has recognized a gain of $115,343 at December 31, 2006.



The Company had no interest expense in 2006 while in 2005 the Company recognized $26,444 in interest expense. On August 24, 2005 the Company borrowed $1,000,000 from a single lender (the Lender).  In consideration for such loan, the Company issued to the Lender a Secured Promissory Note, in the original principal amount of $1,000,000, with interest accruing at the rate of 8% per annum.  The principal and all accrued but unpaid interest under such Secured Promissory Note was due and payable in full one year from the date of the loan, but could be prepaid at anytime without penalty.  As collateral security for the payment of the amounts owed under such Secured Promissory Note, the Company issued to the Lender 120,000,000 shares of its common stock pursuant to a Stock Pledge Agreement, dated August 24, 2005.  The Company repaid the loan and accrued interest of $26,301 on December 22, 2005.  Upon
repayment, the 120,000,000 common shares granted to the Lender as security were returned to the Company and the shares were extinguished.  The balance of the interest expense relates to a $20,000 bridge loan that the Company repaid on December 9, 2005.



Interest and miscellaneous income increased to $66,497 in 2006 from $9,855 in 2005 largely due to increased average cash balance in 2006 compared to 2005.



Year ended December 31, 2005 compared to year ended December 31, 2004



RESULTS OF OPERATIONS



On June 29, 2005 at an annual general and special meeting of shareholders, a majority of the shareholders of the Company approved the sale of all of the rights to the Companys software assets.  At the same meeting, a majority of the Companys shareholders also approved the change in business of the Company from software development to oil and gas exploration.  The Company acquired its first oil sands property in September 2005 and as a result has only recently commenced its oil and gas exploration activities.  The net loss from discontinued operations relates to the Companys former business operations of software development.



During the year ended December 31, 2005, we incurred a net loss of $2,084,610 compared to a net loss of $694,859 for the year ended December 31, 2004.  Included in the 2005 loss is a loss from discontinued operations of $64,916 from our previous technology business (ceased on June 29, 2005) compared to a 2004 loss from discontinued operations of $350,296.



REVENUES



The Company did not earn any revenue for the year ended December 31, 2005 or 2004.  We do not anticipate earning revenues until such time as we have entered into commercial production of our oil and gas properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of oil or gas resources on our properties, or if such resources are discovered, that we will enter into commercial production of our oil and gas properties.



CONTINUING OPERATIONS



The Company incurred a loss from continuing operations of $2,019,694 for the year ended December 31, 2005 compared to a loss from continuing operations in 2004 of $344,563, an increase of $1,675,131.  A substantial portion of the increase in loss from continuing operations related to the recognition of $1,691,671 in stock-based compensation, which has been included in consulting fees, for the grant of stock options in 2005 whereas no stock



24



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options were granted in 2004.  As the options were granted to non-employees, the options were revalued at December 31, 2005 resulting in a substantial increase in the compensation expense due to the increase in the Companys share price.  The options will continue to be re-valued until the options vest.  For 2005, the net loss from continuing operations is largely comprised of costs incurred during the transition stage while the Company moved from a software business to oil and gas exploration.   Aside from stock option compensation, our expenses are comparable to 2004 with an overall decline over the 2004 fiscal year.  Salaries and benefits have increased in conjunction with the change of business as well as transition from the previous technology business.  However, consulting fees have declined from $75,577 in 2004 to $52,771(excluding $1,691,671 in stock-based compensation) in 2005 due to the
termination of a consulting contract effective  August 31, 2005, which was in effect for a full twelve months of 2004.  Also contributing to the decline in expenses was a decline in professional fees from $79,294 in 2004 to $46,921 in 2005.   The decline in costs is the result of our change in 2004 from being a domestic issuer to a foreign private issuer and costs incurred while a domestic issuer relating to the transition and the filing of quarterly reports.



DISCONTINUED OPERATIONS



Loss from discontinued operations in 2005 was $64,916 compared to $350,296.  The reduction in the net loss from discontinued operations was due to the fact that the balance for 2004 includes an entire twelve months while 2005 includes only six months (January 1, 2005 to June 30, 2005).  In addition, the Company was not as active in its development efforts during the first part of 2005 compared to the effort undertaken in 2004.  Lastly, remaining databases and domain names were amortized in 2004 in the amount of $243,701, reducing the net book value of such assets to Nil.  Accordingly, there was no amortization of these assets in 2005.



No revenues were recognized from discontinued operations in 2005 or 2004.



INTEREST AND OTHER INCOME (EXPENSE)



The Company recognized $26,444 in interest expense in 2005. On August 24, 2005 the Company borrowed $1,000,000 from a single lender (the Lender).  In consideration for such loan, the Company issued to the Lender a Secured Promissory Note, in the original principal amount of $1,000,000, with interest accruing at the rate of 8% per annum.  The principal and all accrued but unpaid interest under such Secured Promissory Note was due and payable in full one year from the date of the loan, but could be prepaid at anytime without penalty.  As collateral security for the payment of the amounts owed under such Secured Promissory Note, the Company issued to the Lender 120,000,000 shares of its common stock pursuant to a Stock Pledge Agreement, dated August 24, 2005.  The Company repaid the loan and accrued interest of $26,301 on December 22, 2005.  Upon repayment, the 120,000,000 common shares granted to
the Lender as security were returned to the Company and the shares were extinguished.  The balance of the interest expense relates to a $20,000 bridge loan that the Company repaid on December 9, 2005.



B. Liquidity and Capital Resources



(in U.S. dollars)
        As at December 31,2006
        2005
        2004Cash and cash equivalents
        
        $  3,779,527
        
        $     74,436
        
        $    52,187Working capital
        
        3,697,207
        
        23,845
        
        22,787Net cash provided by (used in)Operating activities
        
        (159,613)
        
        (357,228)
        
        (446,700)Investing activities
        
        (2,622,576)
        
        (128,733)
        
        (2,836)Financing activities
        
        6,660,850
        
        510,000
        
        -




As of December 31, 2006, we had $3,779,527 in cash, an increase of $3,705,091 from December 31, 2005. The increase in cash is substantially due to cash received from option and warrant exercises and from one private placement completed by the Company in 2006.  On June 13, 2006 the Company closed a private placement of 250,000 units at $4.00 per unit for total proceeds of $1,000,000.  Offsetting the cash inflows from financing in 2006 was cash used to fund operating activities of $159,613, and cash used for investing activities of $2,752,576. Management estimates that the Company will require approximately $4,000,000 to fund the Companys planned operations for the next twelve months.  Therefore, current cash on hand is not sufficient to fund planned operations for 2007.  Our policy is to pay all operational expenses when due, provided that the vendor, in the normal course of business, has satisfied all
necessary conditions for payment.



25



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Net cash used in operating activities during the twelve months ended December 31, 2006 was $159,613 compared to $357,228 in 2005.  While the net loss was substantially higher in 2006 ($6,747,405) compared to 2005 ($2,084,610), a significant portion of the 2006 loss consists of a non-cash item related to stock-based compensation of $6,746,118.  Stock-based compensation recognized in 2005 was $1,691,671.  Additional non-cash items offsetting the effect of the higher stock-based compensation were two gains realized in 2006 but were not present in 2005.  One gain was $115,343 from the settlement of the ACTC loan and the other was $130,000 from the receipt of the proceeds from the sale of the Companys software assets.



Investing activities in 2006 totaled $2,622,576 which related primarily to the Companys acquisition of interests in oil sands properties in northern Alberta of $2,752,576.  Partially offsetting the outflow due to the acquisition of oil sands properties was the receipt of proceeds ($130,000) from the sale of the Companys software assets. In 2005 the outflow from investing of $128,733 related solely to the purchase of interest in oil sands properties.  Cash from financing in 2006 relates to $5,151,990 from the exercise of stock options, $1,000,000 from a private placement, and $508,860 from the exercise of share purchase warrants.  Net cash from financing activities in 2005 relates to the closing of the two private placements for total proceeds of $510,000.  During 2005, the Company received and subsequently repaid two loans.  One loan of $1,000,000 was repaid on December 22, 2005 and the other
loan of $20,000 was repaid on December 9, 2005.



Net cash used in operating activities during the twelve months ended December 31, 2005 was $357,228 compared to $446,700 in 2004.  While the net loss in 2005 was substantially higher in 2005 ($2,084,610) compared to 2004 ($694,859), a significant portion of the 2005 loss consists of a non-cash item related to stock-based compensation of $1,691,671.  There was no stock-based compensation recognized in 2004.  Offsetting the effect of stock-based compensation was higher depreciation and amortization in 2004 of $269,018 compared to $14,520 in 2005.  Lastly, the timing of payment of accounts payable and accruals affects cash flow from operations as our accounts payable and accruals have increased by approximately $22,500 over 2004.



Investing activities in 2005 totaled $128,733 related to the Companys acquisition of two oil sands properties in northern Alberta.  In 2004, we purchased $2,836 of computer equipment.  The Company did not purchase any office or computer equipment in 2005.  Net cash from financing activities in 2005 relates to the closing of the two private placements for total proceeds of $510,000.  During 2005, the Company received and subsequently repaid two loans.  One loan of $1,000,000 was repaid on December 22, 2005 and the other loan of $20,000 was repaid on December 9, 2005.  There were no financing activities in 2004.



Our previous business was primarily financed with proceeds of equity.  We expect our oil and gas operations to similarly be financed by equity.



We had cash of $3,779,527 as of December 31, 2006. We anticipate that we will incur through the end of our next fiscal year:




        $3,641,000 in connection with the on-going drill program and property lease payments on the Companys oil sands properties;





        $359,000 for operating expenses, including working capital, consulting fees, general and administrative, professional, legal and accounting expenses.




We have no long-term debt.  In 2007 our most significant expense is expected to be for the exploration of our oil and gas properties.  We believe that our available cash will not be sufficient to fund our working capital requirements for the next twelve months.    If we are to continue to explore and develop our oil sands properties, we will require additional funding.  We cannot be certain that any required additional financing will be available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. We believe that debt financing will not be an alternative for funding.  The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of
corporate debt until such time as the economic viability of our oil sands properties can be demonstrated. If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance services or respond to competitive pressures.



26



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Critical Accounting Estimates:



The preparation of the Company's consolidated financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.

The Company follows the full cost method of accounting for natural gas and oil operations.  Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The Companys current cost centers are located in Canada. Such costs include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities.   Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers.  The percentage of total reserve volumes produced during the year is multiplied by the net
capitalized investment plus future estimated development costs in those reserves.   Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether an impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.



Estimates of undiscounted future cash flows that we use for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain future factors such as, crude oil and natural gas prices, production quantities, estimates of recoverable reserves, and production and transportation costs. Given the significant assumptions required and the strong possibility that actual future factors will differ, we consider the impairment test to be a critical accounting procedure.  During the years ended December 31, 2006, 2005 and 2004 no property impairment adjustments were recorded.



In accordance with Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (''SFAS 143''), the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company will record an asset retirement obligation to reflect its legal obligations related to future abandonment of its oil and gas interests using estimated expected cash flow associated with the obligation and discounting the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company will reassess the obligation to determine whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed.
Should those indicators suggest the estimated obligation has materially changed, the Company will accordingly update its assessment.  At December 31, 2006, the Company had not undertaken any drilling activity on its properties had not incurred significant reclamation obligations.  As such, no asset retirement obligation accrual was made in the December 31, 2006 financial statements.



Management has made significant assumptions and estimates determining the fair market value of stock-based compensation granted to employees and non-employees.  These estimates have an effect on the stock-based compensation expense recognized and the contributed surplus and share capital balances on the Companys Balance Sheet.  The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model.  For non-employees, such amount is revalued on a quarterly basis.  To date, substantially all of our stock option grants have been to non-employees.  Increases in our share price will likely result in increased stock option compensation expense. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the
Black-Scholes calculation is the term of the award since all grants are to non-employees. Because our Company has only recently become an oil and gas exploration company, the expected volatility is based on comparable junior oil and gas companies who granted similar term options.  These estimates involve inherent uncertainties and the application of management judgment. An expected forfeiture rate of nil was used in the recognition of compensation expense for those options not yet vested at December 31, 2006.



These accounting policies are applied consistently for all years presented. Our operating results would be affected if other alternatives were used. Information about the impact on our operating results is included in the notes to our financial statements.



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Inflation

We operate in Canada only, where inflation for our operational costs is at low levels, i.e. in the 2%-5% range.

Impact of Foreign Currency Fluctuations

We hold our cash reserves in Canadian dollars. We incur the majority of our expenses and capital expenditures also in Canadian dollars. Therefore, an increase or decrease in the value of the Canadian dollar versus the U.S. dollar would have a minimal effect on us.

Government Policies

We are subject to regulations of the Government of Canada and the Government of Alberta. Such regulations may relate directly and indirectly to our operations including production, marketing and sale of hydrocarbons, royalties, taxation, environmental matters and other factors. There is no assurance that the laws relating to our operations will not change in a manner that may materially and adversely affect us, however, there has been no material impact on us from changes to such laws in the past three fiscal periods.



C. Research and development, patents, and licenses, etc.



See Item 4.B Business Overview and 5.A Operating Results.



D. Trends



No disclosure necessary.



E. Off-balance sheet arrangements



We do not have any off balance sheet arrangements as of December 31, 2006 and December 31, 2005 or of the date of this report.



F.Contractual obligations



The following table list contractual obligations at December 31, 2006.



Contractual Obligations
        Payments due by periodTotal
        Less than 1 year
        1-3 years
        3-5 years
        More than five yearsAnnual Oil Sands Lease Payments:Drowned property lease
        $      13,842
         $    1,538
        $    3,076
        $    3,076
        $       6,152Peace River property leases
        $1,776,159
        $129,175
        $258,350
        $258,350
        $1,130,284Capital (Finance) Lease Obligations
        0
        0
        0
        0
        0Operating Lease Obligations
        0
        0
        0
        0
        0Purchase Obligations
        0
        0
        0
        0
        0Other Long-Term Liabilities Reflected on the Companys Balance Sheet Under the GAAP of the primary financial statements
        0
        0
        0
        0
        0Total
        $1,790,001
        $130,713
        $261,426
        $261,426
        $1,136,436




The Drowned Property is comprised of a single lease with the government of the province of Alberta, Canada requiring annual lease payments of $1,538.  The lease is a fifteen year lease and expires on October 4, 2015.



The Peace River Project is currently comprised of 40 leases with the government of the province of Alberta, Canada requiring annual lease payments of $149,935 (including lease payments on the leases acquired in January 2007 which do not require annual lease payments until January 2008).  The leases are fifteen year leases that begin expiring on December 15, 2020.



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Subsequent to December 31, 2006, the Company completed two additional transactions for a total of six leases with the province of Alberta.  The Company acquired 6,912 hectares of land for a cost of $140,118.  The new leases require aggregate annual minimum lease payments of CDN $24,192 (USD $20,760).



At December 31, 2006, the Company had trade payables and accrued liabilities of $164,213.  All of these obligations are due in less than one year.



Recent Accounting Pronouncements:



SFAS No. 155



In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an Amendment of FASB Statements No. 133 and 140. Among other things, SFAS No. 155 permits the election of fair value re-measurement for certain hybrid financial instruments that would otherwise require bifurcation under Statement 133, Accounting for Derivative Instruments and Hedging Activities. These hybrid financial instruments would include both assets and liabilities. SFAS No. 155 is effective for fiscal years beginning after September 15, 2006.  The Company is currently evaluating the impact of the provisions of SFAS 155.



SFAS No. 154



In June 2005, the FASB issued Statement of Financial Accounting Standard No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (SFAS 154). The Statement applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. SFAS 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting principle unless it is impracticable. SFAS 154 requires that a change in method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is affected by a change in accounting principle. Opinion 20 previously required that
such a change be reported as a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company has determined the adoption of this pronouncement did not have a material impact on the Companys financial statements.



SFAS No. 157



In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of the provisions of SFAS No. 157.



FIN 48



In June 2006, FASB issued interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (FAS No. 109) (FIN 48). This interpretation prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  FIN 48 uses a two-step approach for evaluating tax positions.  The first step, recognition, occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination.  The second step, measurement, is only addressed if the recognition threshold is met; under this step, the tax benefit is measured as the largest amount of the
benefit, determined on a cumulative probability basis, that is more likely than not to be realized upon settlement.  FIN 48s use of the term more likely than not represents a greater than 50 percent likelihood of occurrence.  The cumulative effect of applying the provisions of this Interpretation shall be reported as an adjustment to the opening balance of retained earnings for fiscal year in which the enterprise adopts the Interpretation.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  Earlier application is permitted if the reporting enterprise has not publicly issued financial statements, including interim financial statements, for that fiscal year.  Accordingly, the Company will adopt the provisions of this Interpretation in its fiscal 2007 year.  The implementation of FIN 48 is not expected to have a material impact on its financial statements.



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SAB 108



In September 2006, the SEC issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when quantifying Misstatements in Current Year Financial Statements" ("SAB 108").  SAB 108 requires companies to evaluate the materiality of identified unadjusted errors on each financial statement and related financial statement disclosure using both the rollover approach and the iron curtain approach. The rollover approach quantifies misstatements based on the amount of the error in the current year financial statements whereas the iron curtain approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatements year(s) of origin. Financial statements would require adjustment when either approach results in quantifying a misstatement that is material. Correcting prior
year financial statements for immaterial errors would not require previously filed reports to be amended. SAB 108 is effective for fiscal years ending after November 15, 2006 (the Company's fiscal year ending December 31, 2006). The Company has determined that SAB 108 did not have a material impact on its financial statements.



Item 6. Directors, Senior Management and Employees



A. Directors and Senior Management



The directors, officers and designers upon whose work the Company is dependent of Strata are as follows:



Name
        
        Position
        
        Position Held
SinceManny Dhinsa
        
        President, Secretary, Treasurer, Chief Executive Officer
        
        August 19, 2005Scott Praill
        
        Chief Financial Officer
        
        June 1, 2007Pratt Barndollar
        
        Director
        
        October 12, 2005Charlie Perity
        
        Director
        
        January 1, 2006Duncan Budge
        
        Director
        
        August 3, 2006Pol Brisset
        
        Director
        
        August 23, 2005




The following summarizes certain biographical data concerning the directors and senior management of Strata:



MANNY DHINSA, age 34, is an accomplished petroleum geologist who has been working in the Alberta oil patch for more than a decade. His clients have included world-class oil and gas companies such as Encana, Nexen, Devon and CNRL. He has been involved in advanced exploration programs throughout Alberta, Saskatchewan and northeast British Columbia, including heavy oil exploration in the Lloydminster area (CNRL) and Encana's natural gas resource in the Greater Sierra play.  Mr. Dhinsa graduated from the University of Alberta with a Bachelor of Science degree in geology.



SCOTT PRAILL,age 41, served on our Board of Directors from October 2002 until his resignation in August 2006.  Upon his resignation, Mr. Praill served as a financial consultant to the Company until his appointment as our Chief Financial Officer on June 1, 2007.  Mr. Praill is a financial professional who has been employed by leading companies such as Placer Dome and Westcoast Energy, and was a Senior Accountant for Price Waterhouse, where his responsibilities included the planning of financial statement audits and ensuring Canadian and U.S. GAAP compliance. His duties have also included assessment of adequate financial statement disclosure, preparing and reviewing financial information including pro-forma financial statements for prospectuses, information circulars and other offering documents related to acquisitions, mergers and the
issuance of debt and equity securities, evaluating public company operating results through financial statement and financial ratio analysis, and reviewing financial internal control systems and preparing reports for presentation to Audit Committees and Boards of Directors. Mr. Praill has extensive experience in public company financial reporting including compliance with Canadian and U.S. securities exchange requirements and the preparation and review of financial statements. Mr. Praill was the Director of Finance for Inflazyme Pharmaceuticals. Mr. Praill is currently a self-employed financial consultant. Mr. Praill is also currently a Director of American Goldrush Corporation, a publicly held mining company.  Mr. Praill has earned the following designations: Chartered Accountant (B.C., 1996), Certified Public Accountant (Illinois, 2001), and a Bachelor of Science Degree (Simon Fraser University, 1989).



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PRATT BARNDOLLAR, age 47, is an experienced geophysicist who has served as senior geoscience manager and interpreter for large and small oil companies during the span of his career.  He has broad US and international experience in prospect evaluation, operations and planning and is currently the President of Napa Energy Ltd.  Mr. Barndollar served as Chief Geophysicist and Exploration Portfolio Manager for Devon Energy between 2002 and 2005, Senior Geophysicist for Samson Canada between 2000 and 2002, Chief Geophysicist for Apache Canada between 1997 and 2000, and Senior Explorer and Project Leader for Phillips Petroleum between 1982 and 1997.  Mr. Barndollar earned two Bachelor of Science degrees from Kansas State University, in Geophysics and Civil Engineering.  His professional affiliations include the Association of Professional Engineers, Geologists, and
Geophysicists of Alberta; Texas Board of Professional Geoscientists; American Association of Petroleum Geologists; Canadian Society of Petroleum Geologists; and the Canadian Society of Exploration Geophysicists.

CHARLIE PERITY, age 52, is an experienced oil sands geologist who has worked for large and small oil companies during the span of his career.  He currently serves as a consultant to various companies in the oil and gas industry in Alberta where much of his work is focused on oil sands projects.  From 2005 to 2006 he was employed as a Senior Geologist for Terracon Geotechnique of Calgary.  Prior to that Mr. Perity served as Hydrogeologist for Lifewater Resources and AGC Woodward-Clyde, both of Australia, after running a technology company from 1995 through 2002.  Mr. Perity served as Oil Sands Project Geologist for BP Canada between 1984 and 1990.  Mr. Perity earned a Bachelor of Science degree in Earth Sciences (Geology) from the University of Waterloo, and a Master of Science degree in Hydrogeology from the University of Technology in Sydney.

DUNCAN BUDGE, age 56, has served on our Board of Directors since August 3, 2006.   Mr. Budge is also a Director of Giant Oil & Gas Inc., Liberty Petroleum Inc., and Patriot Gold Corp. all of which are publicly traded natural resource companies.  He is a professional accountant who since 2001 has worked as an independent financial consultant to firms in a variety of industries.  Mr. Budge owned and operated his own Chartered Accounting firm from 1990 to 2001 until his retirement.  Mr. Budge has a Bachelor of Commerce degree from the University of British Columbia and obtained his Chartered Accountant designation in 1977.  Subsequent to his retirement in 2001, Mr. Budge resigned his Chartered Accountant designation.  Mr. Budge does not currently hold a Chartered Accountant designation but is in the process of renewing his designation.



POL BRISSET, age 31, is a Calgary-based finance and marketing professional. During his career he has worked for such multi-billion dollar corporations as Coors and Molson. His knowledge and experience in business operations and team development is of specific importance to Strata.  Mr. Brisset is fluent in English and French, and received his Business degree from the University of Quebec at Montreal.



Our directors have been elected to serve until the next annual meeting of stockholders and until their successor(s) have been elected and qualified, or until death, resignation or removal.



There are no family relationships between any directors or executive officers. There are no arrangements or understandings pursuant to which any director or member of senior management was selected as a director or member of senior management.



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B. Compensation



The following table shows compensation paid to the Companys executives for the last three years.



Name
        Title
        Year
        Salary
        Bonus
        Stock
Options
Granted
        Other
Annual Compensation
        Restricted Stock Awarded
        LTIP Payouts ($)
        All Other CompensationMany Dhinsa(1)
        Director, President, Secretary, and Treasurer
        2006
        61,842
        0
        0
        0
        0
        0
        02005
        0
        0
        400,000
        0
        0
        0
        02004
        0
        0
        0
        0
        0
        0
        0




(1)
        Manny Dhinsa was appointed to his position on August 19, 2005 and did not receive any salary or fees in 2005.  Commencing May 15, 2006, Mr. Dhinsa received CDN$10,000 (USD $8,581) per month in consulting fees.  Mr. Dhinsa has been granted 400,000 stock options exercisable into common shares at $0.22 per option until expiry on August 24, 2015.  On March 19, 2007 Mr. Dhinsa was granted an additional 100,000 options exercisable into common shares at a price of $1.22 per option until March 19, 2017.




Stock Options Outstanding at December 31, 2006





Name
        Number of Options Granted
        Grant Date
        Expiration Date
        Exercise Price per Option
        Market Value of Securities Underlying Options on Date of Grant(6)
        Number of Securities Underlying Unexercised Options, Exercisable
        Number of Securities Underlying Unexercised Options, Unexercisable
        Grant Date Fair Value of Stock Options(7)Manny Dhinsa(1)
        340,000
        8/24/05
        8/24/15
        $0.22
        $0.22
        73,332
        266,668
        75,400Pol Brisset(2)
        200,000
        8/24/05
        8/24/15
        $0.22
        $0.22
        66,666
        133,334
        37,700Scott Praill(3)
        168,000
        8/24/05
        8/24/15
        $0.22
        $0.22
        34,666
        133,334
        37,700Duncan Budge(4)
        -
        -
        -
        -
        -
        -
        -
        -Charlie Perity(5)
        -
        -
        -
        -
        -
        -
        -
        -Pratt Barndollar(5)
        -
        -
        -
        -
        -
        -
        -
        -






(1) Manny Dhinsa was granted 400,000 options on August 24, 2005 vesting in equal installments of 66,667 every six months commencing February 24, 2007 and ending August 24, 2008.  He exercised 60,000 stock options during 2006.



(2) Pol Brisset was granted 200,000 options on August 24, 2005, vesting in equal installments of 33,333 every six months commencing February 24, 2007 and ending August 24, 2008.



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(3) Scott Praill was granted 200,000 options on August 24, 2005 vesting in equal installments of 33,333 every six months commencing February 24, 2007 and ending August 24, 2008.  Mr. Praill was also granted 200,000 options on October 23, 2002.  He exercised 232,000 stock options during 2006.  On August 3, 2006 Mr. Praill resigned from the Board of Directors and served as a financial consultant to the Company until his appointment as Chief Financial Officer in June 2007.



(4) Duncan Budge joined the Board of Directors as the Chair of the Audit Committee on August 3, 2006.   Prior to joining the Board of Directors, he served as a financial consultant to the Company.  On August 24, 2005 he was granted 200,000 stock options at a price of $0.22 per option.  The fair value of his options on the date of grant was $37,700.  Prior to his appointment to the Board of Directors, he exercised 100,000 stock options and 100,000 of his stock options were cancelled prior to vesting.   Mr. Budge now receives CDN $500 per month for serving on the Companys Board of Directors.



(5) Charlie Perity and Pratt Barndollar have not been granted stock options.  They each receive $500 per month for serving on the Board of Directors.  Mr. Peritys fee is denominated in $CDN while Mr. Barndollars fee is denominated in $USD.



(6) The exercise price of the Companys stock option grants is determined based on the closing share price of the Companys common stock as quoted on the OTC:BB on the date of grant.



(7) The figures in this column represent the grant date fair value of stock option grants as determined using the Black-Scholes model.  For more information regarding the assumptions used to value stock option grants, please refer to note 3 of the Companys audited financial statements for the fiscal year ended December 31, 2006 filed with this Form 20-F.



Change of Control Remuneration.



The Company had no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2006 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.



C. Board Practices



6.C.1.  Terms of Office.




Refer to ITEM 6.A.1.



6.C.2.  Directors Service Contracts.




Mr. Brisset, Mr. Budge, Mr. Barndollar and Mr. Perity each have a service contract providing for payment of $500 per month for their services as Directors of our Company.  Mr. Brisset, Mr. Budge and Mr. Peritys agreements are denominated in Canadian dollars.  The agreements are to remain in effect as long as the two individuals continue to serve as Directors.  The agreements do not provide for any termination benefits of any kind.



6.C.3.  Board of Director Committees.



The Audit Committee oversees the accounting and financial reporting processes of the Company and all audits and external reviews of the financial statements of the Company on behalf of the Board, and has general responsibility for oversight of internal controls, accounting and auditing activities of the Company. The Committee reviews, on a continuous basis, any reports prepared by the Company's external auditors relating to the Company's accounting policies and procedures, as well as internal control procedures and systems. The Committee is also responsible for examining all financial information, including annual financial statements, prepared for securities commissions and similar regulatory bodies prior to filing or delivery of the same. The Audit Committee also oversees the annual audit process, the Company's internal accounting controls, any complaints and concerns regarding accounting, internal
controls or auditing matters and the resolution of issues identified by the Company's external auditors. The Audit



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Committee recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders and the compensation of the auditors. The Audit Committee meets on an as needed basis.



The Board has established an Option Committee and a Compensation Committee, each consisting of Messrs. Dhinsa and Brisset. The Option Committee recommends and grants options to individuals under the option plans adopted by the company. The Compensation Committee recommends and grants compensation to individuals who work for the company.



The Board does not have a nominating committee, the functions of which are performed by the Board.



6.D.  Employees



As of December 31, 2006, 2005, and 2004 we had 1, 1, and 3 full-time employees respectively, including Mr. Dhinsa, Chairman of the Board, President, Secretary, Treasurer and CEO. Mr. Dhinsa supervises the company's operations.  It is anticipated that we will need to add additional managerial, technical and administrative staff in the future in order to realize our business objectives. As of May 15, 2006 Mr. Dhinsa began dedicating 100% of his time working for the Company.  We currently outsource to outside geologists on an as-needed basis.



E. Share Ownership



As of June 12, 2007 Management is not aware of any persons or entity that is the beneficial owner of more than 5% of our outstanding common stock.  The table below indicates as of June 12, 2007 the share ownership of each of our officers and directors and all of our officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.



The percentages below are calculated based on 28,287,544 shares of common stock issued and outstanding, plus in the case of a person who has the right to acquire additional shares within 60 days, any new shares which would be issued to effect such acquisition.



Officers, Directors,And 5% Shareholders
        Number of Shares
        
        Beneficial Ownership (%)Manny Dhinsa
        140,000
        (1)
        *Scott Praill
        168,000
        (2)
        *Pol Brisset
        100,000
        (3)
        *Duncan Budge
        -
        
        *Charlie Perity
        -
        
        -Pratt Barndollar
        -
        
        -All Directors and Executive Officers as a Group (5 persons)
        408,000
        
        *




*  Represents less than 1%.



(1) Consists of stock options to purchase up to 140,000 shares of our common stock, exercisable within sixty days.


(2) Includes stock options to acquire up to 68,000 shares of our common stock, exercisable within sixty days.

(3) Consists of stock options to purchase up to 100,000 shares of our common stock, exercisable within sixty days.




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The persons or entities named in this table, based upon the information they have provided to us, have sole voting and investment power with respect to all shares of common stock beneficially owned by them.



Stock Option Plans:



The Company has three option plans pursuant to which employees, directors and consultants and other agents of the Company could receive shares. The Company has a 2006 Stock Option Plan (the 2006 Plan), a 2002 Stock Option Plan (the 2002 Plan) and a 2000 Stock Option Plan (the 2000 Plan).



The principal purposes of the Companys stock option program are to (a) promote a proprietary interest in the Company among the officers, directors, employees and consultants of the Company, (b) retain and attract the qualified officers, directors, employees and consultants the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.



Item 7. Major Shareholders and Related Party Transactions



A. Major Shareholders



7.A.1.a.  Holdings By Major Shareholders.



See Item 6.E.  As of June 12, 2007, management is not aware of any persons or entity that is the beneficial owner of more than 5% of our outstanding common stock.



7.A.1.b.  Significant Changes in Major Shareholders Holdings.



There were no major shareholders during 2006.  During 2005, one major shareholder disposed of the majority of his shareholdings.



7.A.1.c.  Different Voting Rights.



The Companys major shareholders do not have different voting rights.



7.A.2.  Canadian Share Ownership.



On June 12, 2007, the Company had 17 registered shareholders representing 5,613,628 shares with addresses in Canada.



7.A.4.  Change of Control of Company Arrangements.



There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.



B. Related Party Transactions



As part of the sale of the Companys software assets the Company had a promissory note with a face value of $130,000 owing from a private company controlled by the Companys former President.  In June 2006, the total proceeds of the promissory note were received.  In addition, included in the Companys accounts payable at December 31, 2005 is an amount of $10,000 owing to the Companys President.  The amount relates to a payment made on behalf of the Company in relation to the acquisition of the Drowned Property.



The Company began paying its current president CDN $10,000 (USD $8,581) per month in May 2006.  Total compensation expense of $61,842 has been recognized as consulting fees at December 31, 2006.



The Company paid management fees for the services of its vice president at the rate of $5,000 per month.  On August 23, 2005 the Companys vice president resigned from the Company.  Compensation expense of $40,000 for



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the year ended December 31, 2005 and $56,074 for the years ended December 31, 2004 and 2003 has been recorded as management fees in the accompanying financial statements.

Shareholder Loans



There are no loans to shareholders outstanding at December 31, 2006.  At December 31, 2005 the Company had an amount owing of $130,000 from a private company controlled by our former president in connection with the disposal of our technology assets in July 2005 pursuant to the agreement.  In June 2006, the total proceeds of the promissory note were received.



Amounts Owing to Senior Management/Directors



At December 31, 2006 and 2005 no amounts were owed to senior management or directors.  Other than as noted above, there have been no transactions since inception, or proposed transactions, which have materially affected or will materially affect the Company in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.  Management believes the transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.



C. Interests of Experts and Counsel



Not applicable.



Item 8. Financial Information



A.Financial Statements and Other Financial Information



The Company's consolidated financial statements are stated in United States Dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).



The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The audit reports of BDO Dunwoody LLP are included herein immediately preceding the financial statements.



Audited Financial Statements:



Fiscal periods ending December 31, 2006, 2005 and 2004.



8.A.7.  Legal/Arbitration Proceedings



The Directors and the management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.



The Directors and the management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



8.A.8.  Policy on dividend distributions



We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.





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B.  Significant Changes



On April 17, 2006 the Company mailed out to the April 12, 2006 shareholders of record a Management Proxy Circular regarding the Companys plan to split the Companys stock. The special meeting of shareholders of the Company was held on May 9, 2006 at Suite 1200 - 750 West Pender, Vancouver, British Columbia at 10:00 am Pacific Time.  At the meeting the shareholders voted to split the Companys stock.  Our Board of Directors has determined that it is in our best interests to split the current issued and outstanding share capital of the Company on a two (2) to one (1) basis (the Share Split).  The definitive Share Split ratio was determined by the management based on a review of market liquidity and trading volumes at the time the split is effected.



All of the 12,285,972 shares issued on the record date of May 10, 2006 were split on a two for one basis.  The Share Split was completed via a stock dividend that did not require any further action to be taken by the shareholders on the record date of May 10, 2006.



Item 9. The Offer and Listing



A.Offer and Listing Details



The following tables set forth the price history of the Companys stock.  All share prices have been

adjusted to reflect the 2:1 forward split of the Companys stock completed in May 2006.



1.
        Annual high and low market prices for the last five full financial years:




Year
        Market PriceHigh Price
        Low Price2006
        $7.95
        $0.882005
        $0.13
        $1.482004
        $0.63
        $0.082003
        $0.83
        $0.122002
        $1.69
        $0.46




2.High and low market prices for each full financial quarter during the two most recent full financialyears:



Financial Quarter
        Market PriceYear
        Quarter
        High Price
        Low Price2006
        Fourth Quarter of 2006
        $5.49
        $1.45Third Quarter of 2006
        $7.95
        $4.05Second Quarter of 2006
        $7.22
        $1.10First Quarter of 2006
        $1.25
        $0.882005
        Fourth Quarter of 2005
        $1.48
        $0.71Third Quarter of 2005
        $1.15
        $0.14Second Quarter of 2005
        $0.16
        $0.13First Quarter of 2005
        $0.35
        $0.13




3.
        High and low market prices for each of the six most recent months:




Month
        Market PriceHigh Price.
        Low PriceMay 2007
        $1.55
        $1.17April 2007
        $2.20
        $1.43March 2007
        $2.68
        $1.17February 2007
        $1.95
        $1.33January 2007
        $2.40
        $1.59December 2006
        $4.17
        $1.45






37



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B.Plan of distribution.



Not applicable.



C.Markets.



In July 2000 our common stock began trading on the Over the Counter Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol "SBSF.OB". Subsequent to our continuance to Canada, our symbol was changed to SBASF.OB.  On June 29, 2005 the shareholders approved the sale of the Companys software assets as well as approved the Companys change of business to oil and gas exploration.  Subsequent to the meeting, the Companys symbol was changed to SOIGF.OB.  The Over the Counter Bulletin Board is maintained by the NASDAQ Stock Market, but does not have any of the quantitative or qualitative standards such as those required for companies listed on the NASDAQ Small Cap Market or National Market System.



D.Selling shareholders.



Not applicable.



E.Dilution.



Not applicable.



F.Expenses of the issue.



Not applicable.



Item 10. Additional Information



A.Share Capital.



Not applicable.



B. Memorandum and Articles of Incorporation



This section summarizes certain material provisions of the Companys charter and bylaws.



The Company is authorized to issue an unlimited number of shares of common stock (the Common Shares) as well as an unlimited number of shares of preferred stock (the Preferred Shares).



Subject to the rights of holders of Preferred Shares in the future, if any, holders of the Common Shares are entitled to share equally on a per share basis in such dividends as may be declared by the Board of Directors out of funds legally available therefore. There are presently no plans to pay dividends with respect to the Common Shares. Upon the Companys liquidation, dissolution or winding up, after payment of creditors and the holders of any of the Preferred Shares, if any, the Companys assets will be divided pro rata on a per share basis among the holders of the Common Shares. The Common Shares are not subject to any liability for further assessments. There are no conversions or redemption privileges nor any sinking fund provisions with respect to the Common Shares and the Common Shares are not subject to call. The holders of Common Shares do not have any pre-emptive or other subscription
rights.  Holders of the Common Shares are entitled to cast one vote for each share held at all shareholders meetings for all purposes, including the election of directors. The Common Shares do not have cumulative voting rights.



None of the Preferred Shares are currently outstanding.  The Board of Directors has the authority, without further action by the holders of the outstanding Common Shares, to issue preferred shares from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price and the liquidation preference or such series.



38



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The Companys Bylaws provide that Board of Directors may, from time to time, with or without the  authority or the  authorization  of the shareholders, in such amounts and on such terms as it deems expedient, cause the Company to borrow money.  The board may from time to time delegate to a committee,  to a director,  or to an officer of the Company all or any of the powers  conferred on the board by law or the by-laws to such extent and in such manner as the board from time to time determines.



Annual and special meetings of the shareholders may be called by the Board of Directors.   Notice of a shareholder meeting shall be given not less than 21 days and not more than 60 days prior to the date of such meeting to each director, the auditor of the Company, and each shareholder of record entitled to vote at the meeting.  A quorum for any shareholder meeting shall be persons present not being less than two in number and holding or representing by proxy not less than 5% of the total number of issued shares entitled to vote at the meeting.



C.Material Contracts



We have not entered into any material contracts, other than contracts entered into in the ordinary course of business, for the two years immediately preceding publication of this document.  Significant property contracts are as described in Section 4.D.



D. Exchange Controls



There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or, subject to the following sentence, which affect the remittance of dividends or other payments to nonresident holders of Stratas common shares. However, any such remittance to a resident of the United States is generally subject to non-resident tax pursuant to Article X of the 1980 Canada-United States Income Tax Convention. See Item 10.E Taxation for additional discussion on tax matters.



There are currently no limitations of general application imposed by Canadian federal or provincial laws on the rights of non-residents of Canada to hold or vote Stratas common shares. There are also no such limitations imposed by the articles of incorporation with respect to Stratas common shares. There are, however, certain requirements on the acquisition of control of Stratas securities by non-residents of Canada. TheInvestment Canada Actrequires notification to and, in certain cases, advance review and approval by, the Government of Canada, of the acquisition by a non-Canadian of control of a Canadian business, all as defined in theInvestment Canada Act. Generally speaking, in order for an acquisition to be subject to advance review and approval, the
asset value of the Canadian business being acquired must meet or exceed certain monetary thresholds.



E. Taxation



The following discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of Strata and no opinion or representation with respect to the Canadian or United States federal, state, provincial, local or other income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of Strata should consult their own tax advisors about the federal, state, provincial, local and foreign tax consequences of purchasing, owning and disposing of common shares of Strata.



CANADIAN FEDERAL INCOME TAX CONSEQUENCES



This summary is based upon the current provisions of the Income Tax Act (Canada), the regulations there under, the current publicly announced administrative and assessing policies of the Canada Revenue Agency, and all specific proposals (the Tax Proposals) to amend the Income Tax Act and regulations announced by the Minister of Finance (Canada) prior to the date hereof. This discussion is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, nor does it take into account provincial or foreign tax considerations which may differ significantly from those discussed herein.



The summary applies to beneficial owners of common shares who, for the purposes of the Income Tax Act, are residents of the United States and are not resident in Canada, and who hold common shares of Strata as capital property.



39



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Dividends



The Income Tax Act provides that dividends and other distributions deemed to be dividends paid or deemed to be paid by a Canadian resident corporation (such as Strata) to a non-resident of Canada shall be subject to a non-resident withholding tax equal to 25% of the gross amount of the dividend or deemed dividend.



Provisions in the Income Tax Act relating to dividend and deemed dividend payments to and capital gains realized by non-residents of Canada who are residents of the United States are subject to the 1980 Canada-United States Income Tax Convention.



Article X of the 1980 Canada-United States Income Tax Convention provides that the rate of Canadian non-resident withholding tax on dividends or deemed dividends paid to a United States corporation that beneficially owns at least 10% of the voting shares of the corporation paying the dividend shall not exceed 5% of the dividend or deemed dividend, and in any other case, the rate of non-resident withholding tax shall not exceed 15% of the dividend or deemed dividend.



Disposition of Shares



The Income Tax Act provides that a non-resident person is subject to tax in Canada on the disposition of taxable Canadian property. Common shares of Strata are considered to be taxable Canadian property as defined in the Income Tax Act. Therefore, under the Income Tax Act, a non-resident would be subject to tax in Canada on the disposition of common shares of Strata. Article XIII of the 1980 Canada-United States Income Tax Convention provides that gains realized by a United States resident on the disposition of shares of a Canadian corporation may not generally be taxed in Canada unless the value of the Canadian corporation is derived principally from real property situated in Canada.



Generally, certain filing and reporting obligations exist where a non-resident of Canada disposes of taxable Canadian property. In particular, the non-resident must make an application to the Canada Revenue Agency in advance of the disposition for the purpose of obtaining a certificate issued by the Canada Revenue Agency pursuant to section 116 of the Income Tax Act. If the non-resident fails to secure such certificate from the Canada Revenue Agency in advance of the disposition, the purchaser is required to withhold and remit to the Canada Revenue Agency 25% of the amount otherwise payable to the non-resident.



UNITED STATES FEDERAL INCOME TAX CONSEQUENCES



The following discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the Code), existing and proposed Treasury Regulations, published Internal Revenue Service rulings, published administrative positions of the Internal Revenue Service and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. In addition, this discussion does not cover any state, local or foreign tax consequences. The following is a discussion of United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as defined below) of common shares of Strata
who holds such shares as capital assets. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below that are excluded from the definition of a U.S. Holder.



U.S. Holder



As used herein, a U.S. Holder includes a holder of common shares of Strata who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any United States entity which is taxable as a corporation for United States tax purposes and any other person or entity whose ownership of common shares of Strata is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals or foreign corporations whose ownership of common shares is not effectively connected with the



40



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conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.



Dividends



Except as otherwise discussed below under Passive Foreign Investment Company Considerations, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of Strata are required to include in gross income for United States federal income tax purposes the gross amount of such distributions to the extent that Strata has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States federal tax liability or, alternatively, may be deducted in computing the U.S. Holders federal taxable income (but in the case of individuals, only if they itemize deductions). See Foreign Tax Credit. To the extent that distributions exceed current or accumulated earnings
and profits of Strata, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares (which adjusted basis must therefore be reduced) and thereafter as a gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder that is an individual, estate or trust. Moreover, qualified dividends received by U.S. Holders who are individuals, during tax years beginning before January 1, 2009, from any qualified foreign corporation are subject to a preferential tax rate, provided such individual U.S. Holder meets a certain holding period requirement. A qualified foreign corporation is generally any corporation formed in a foreign jurisdiction which has a comprehensive income tax treaty with the United States or, if not, the dividend is paid with respect to stock that is readily tradable on an established United States market. However, a
qualified foreign corporation excludes a foreign corporation that is a foreign personal holding company, a foreign investment company, or a passive foreign investment company for the year the dividend is paid or the previous year. Strata believes that it qualifies as a qualified foreign corporation. There are currently no preferential tax rates for a U.S. Holder that is a corporation.



In general, dividends paid on common shares of Strata will not be eligible for the same dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from Strata (unless Strata is a foreign personal holding company as defined in Section 552 of the Code, or a passive foreign investment company as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of Strata. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of common shares of Strata may be entitled, at the election of the U.S. Holder, to either a tax credit or a deduction for such foreign tax paid or withheld. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States income tax liability that the U.S. Holders foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources.
Complex rules govern income such as passive income, high withholding tax interest, financial services income, shipping income and certain other classifications of income. In addition, U.S. Holders that are corporations and that own 10% or more of the voting stock of Strata may be entitled to an indirect foreign tax credit under Section 902 of the Code with respect to the payment of dividends by Strata under certain circumstances and subject to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations on the foreign tax credit are fact specific and holders and prospective holders of common shares should consult their own tax advisors regarding their individual circumstances.



Disposition of Shares



Except as otherwise discussed below under Passive Foreign Investment Company Considerations, a gain or loss realized on a sale of common shares will generally be a capital gain or loss, and will be long-term if the shareholder has a holding period of more than one year. The amount of gain or loss recognized by a selling U.S. Holder will be measured by the difference between (i) the amount realized on the sale and (ii) his or its tax basis in the common



41



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shares. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. Individual U.S. Holders may carryover unused capital losses to offset capital gains realized in subsequent years. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), any unused capital losses may only be carried back three and forward five years from the loss year to offset capital gains until such net capital losses are exhausted.



Foreign Personal Holding Company Considerations



Special rules apply to a U.S. Holder of a foreign personal holding company or FPHC as defined in Section 552 of the Code. Strata will not be classified as a FPHC for U.S. federal income tax purposes unless (i) five or fewer individuals who are U.S. citizens or residents own or are deemed to own more than 50% of the total voting power of all classes of stock entitled to vote or the total value of Strata stock; and (ii) at least 60% (or 50% in certain cases) of Stratas gross income consists of foreign personal holding company income, which generally includes passive income such as dividends, interest, gains from the sale or exchange of stock or securities, certain rents, and royalties. Strata believes that it is not a FPHC; however, no assurance can be provided that Strata will not be classified as a FPHC in the future.



Passive Foreign Investment Company Considerations



If Strata is a passive foreign investment company or PFIC as defined in Section 1297 of the Code, U.S. Holders will be subject to U.S. federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and either (i) 75% or more of its gross income for the taxable year is passive income, which generally includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if Strata elects, adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more. The rules applicable to a FPHC take priority over the rules applicable to a PFIC, so that amounts includable in gross income under the FPHC rules will not be taxable again under
the PFIC rules. Strata does not believe that it will be a PFIC for the current fiscal year or for future years.  Whether Strata is a PFIC in any year and the tax consequences relating to PFIC status will depend on the composition of Stratas income and assets, including cash. U.S. Holders should be aware, however, that if Strata becomes a PFIC, it may not be able or willing to satisfy record-keeping requirements that would enable U.S. Holders to make an election to treat Strata as a qualified electing fund for purposes of one of the two alternative tax regimes applicable to a PFIC.  U.S. Holders or potential shareholders should consult their own tax advisor concerning the impact of these rules on their investment in Strata.



F. Dividends and Paying Agents



Not applicable.



G. Statement by Experts



Not applicable.



H. Documents on Display



Strata is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended, such as to file reports and other information with the SEC. Shareholders may read and copy any of Stratas reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.



Strata is not required to file reports and other information with any securities commissions in Canada.



As a foreign private issuer, Strata is exempt from the rules under the United States Securities Exchange Act of 1934, as amended, prescribing the furnishing and content of proxy statements to shareholders.



42



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Strata will provide without charge to each person, including any beneficial owner, on the written or oral request of such person, a copy of any or all documents referred to above which have been or may be incorporated by reference in this annual report (not including exhibits to such incorporated information that are not specifically incorporated by reference into such information). Requests for such copies should be directed to Strata at the following address: Strata Oil and Gas Inc. Suite 408  918 16th Ave. NW, Calgary, Alberta, Canada, T2M 0K3 Attention: President, telephone number: 403-668-6539.



I. Subsidiary Information



Not applicable.



Item 11. Quantitative and Qualitative Disclosures About Market Risk



Market risk represents the potential risk of loss in the future earnings of Strata due to adverse changes in financial markets. Strata is exposed to market risk from changes in its common share price, foreign exchange rates and interest rates. Inflation has not had a significant impact on Stratas results of operations.



Foreign Currency Sensitivity



While our financial statements are reported in US dollars and are intended to comply with U.S. GAAP requirements, a significant portion of our business operations may be conducted in Canadian dollars.  Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar.  On June 12, 2007, the exchange rate in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars was $1.06.  This exchange rate is based on the noon buying rates in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York.



Interest Rate Sensitivity



The Company currently has no significant long-term or short-term debt requiring interest payments. Thus, the Company has not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.



The Company's interest earning investments are primarily short-term, or can be held to maturity, and thus, any reductions in carrying values due to future interest rate declines are believed to be immaterial. However, as the Company has a significant cash or near-cash position, which is invested in such instruments, reductions in interest rates will reduce the interest income from these investments.



Item 12. Description of Securities Other than Equity Securities



Not applicable.



43



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PART II



Item 13. Defaults, Dividend Arrearages and Delinquencies



None.



Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds



None.



Item 15. Controls and Procedures



As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), the Companys management carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2006, being the date of the Companys most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Manny Dhinsa.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed on our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.



During the most recently completed fiscal year ended December 31, 2006, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to affect, the Companys internal control over financial reporting.



Item 16A. Audit Committee Financial Expert



The Companys Audit Committee consists of three directors, all of whom are financially literate and knowledgeable about the Companys affairs.  Mr. Duncan Budge is the audit committees financial expert member as an experienced accountant with 30 years experience. In addition to serving on the Board of Strata, he also serves on the Board and is the Audit Committee Chair of Giant Oil & Gas Inc. and Liberty Petroleum Inc.



Item 16B. Code of Ethics



The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. For purposes of this Item, the term code of ethics means written standards that are reasonably designed to deter wrongdoing and to promote:



-
        honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;


-
        full, fair, accurate, timely, and understandable disclosure in reports and documents that the issuer files with, or submits to, the Commission and in other public communications made by the issuer;


-
        compliance with applicable governmental laws, rules and regulations;


-
        the prompt internal reporting of violations of the code to the board of directors or another appropriate person or persons; and


-
        accountability for adherence to the code.




The Company hereby undertakes to provide to any person without charge, upon request, a copy of such code of ethics. Such request may be made in writing to the board of directors at the address of the issuer.





44



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Item 16C. Principal Accountant and Fees



BDO Dunwoody LLP has served as the Companys Principal Accountant since April 30, 2003. Their pre-approved fees to the Company (including an estimate of year end audit fees) are set forth below:



Fiscal year endingDecember31, 2006
        
        Fiscal year endingDecember31, 2005Audit Fees
        $
        
        50,000
        
        $
        38,875Audit Related Fees
        $
        0
        
        $
        0Tax Fees
        $
        
        0
        
        $
        0All Other Fees
        $
        
        0
        
        $
        0




As of December 31, 2006, the Companys Audit Committee did not have a formal documented pre-approval policy for the fees of the principal accountant.



Item 16D. Exemptions from the Listing Standards for Audit Committees



Not applicable.



Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers



Neither the Company nor any affiliated purchasers as defined in Section 240.10b-18(a)(3) of the Exchange Act purchased any shares of the Company.



45



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PART III



Item 17. Financial Statements



The Company has elected to provide financial statements pursuant to ITEM 18.



Item 18. Financial Statements



The Company's consolidated financial statements are stated in United States Dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).



The consolidated financial statements as required under ITEM 18 are attached hereto and found immediately following the text of this Annual Report.  The audit report of BDO Dunwoody LLP, is included herein immediately preceding the audited financial statements.







46



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Strata Oil & Gas Inc.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

December 31, 2006 and 2005

(Stated in US Dollars)



47



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Strata Oil & Gas Inc.

(An Exploration Stage Company)

Financial Statements

December 31, 2006

Contents





Auditors Report



Comments by Auditors for US Readers on Canada  US Reporting Differences

Financial Statements

Balance Sheets

Statements of Operations and Comprehensive Loss

Statements of Changes in Stockholders Equity

Statements of Cash Flows

Notes to Financial Statements



48



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BDO DunwoodyLLP
        600 Cathedral PlaceChartered Accountants
        925 West Georgia StreetVancouver, BC, Canada V6C 3L2Telephone:  (604) 688-5421Telefax:  (604) 688-5132E-mail:  vancouver@bdo.cawww.bdo.ca






Auditors Report




To the Directors and Stockholders of

Strata Oil & Gas Inc.

(an Exploration Stage Company)

We have audited the Balance Sheets of Strata Oil & Gas Inc. (an Exploration Stage Company) as at December 31, 2006 and 2005 and the Statements of Operations and Comprehensive Loss, Changes in Stockholders Equity and Cash Flows for each of the years in the three-year period ended December 31, 2006 and for the period from July 1, 2005 (the date of entering into exploration stage) to December 31, 2006.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and 2005 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2006 and for the period from July 1, 2005 (the date of entering into exploration stage) to December 31, 2006 in accordance with accounting principles generally accepted in the United States.





/s/ BDO Dunwoody LLP



Chartered Accountants

Vancouver, Canada

May 28, 2007



49



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BDO DunwoodyLLP
        600 Cathedral PlaceChartered Accountants
        925 West Georgia StreetVancouver, BC, Canada V6C 3L2Telephone:  (604) 688-5421Telefax:  (604) 688-5132E-mail:  vancouver@bdo.cawww.bdo.ca






Comments by Auditors for U.S. Readers
On Canada-U.S. Reporting Differences




In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in Note 2 to the financial statements. Our report to the stockholders dated May 28, 2007 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the financial statements.





/s/ BDO Dunwoody LLP



Chartered Accountants

Vancouver, Canada

May 28, 2007



50



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STRATA OIL & GAS INC.

(An Exploration Stage Company)



BALANCE SHEETS

(Expressed in US Dollars)







DECEMBER 312006
        
        2005AssetsCurrentCash
        $
        3,779,527
        $
        74,436Receivables
        
        25,889
        
        6,638Prepaid expenses
        
        716
        
        -Investments - available for sale (Note 4)
        
        55,288
        
        -Total current assets
        
        3,861,420
        
        81,074Oil and gas property interests(Note 5)
        
        2,786,842
        
        128,733Total Assets
        $
        6,648,262
        $
        209,807Liabilities and Stockholders EquityLiabilitiesCurrentAccounts payable
        $
        119,431
        $
        18,536Accrued liabilities
        
        44,782
        
        38,693Total current liabilities
        
        164,213
        
        57,229Stockholders equityPreferred stock, no par value, unlimited shares
authorized and unissued
        
        -
        
        -Common stock, no par value, unlimited shares authorized; 28,287,544 shares issued and outstanding at December 31, 2006 (2005 - 22,113,944)
        
        7,190,684
        
        529,834Additional paid-in capital
        
        11,014,376
        
        4,268,258Accumulated deficit
        
        (2,748,790)
        
        (2,748,790)Deficit accumulated during the exploration stage
        
        (8,613,923)
        
        (1,866,518)Accumulated other comprehensive lossUnrealized loss on investments available for sale (Note 4)
        
        (60,055)
        
        -Foreign currency translation adjustments
        
        (298,243)
        
        (30,206)Total stockholders equity
        
        6,484,049
        
        152,578Total Liabilities and Stockholders Equity
        $
        6,648,262
        $
        209,807












The accompanying notes are an integral part of these financial statements





51



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars)





FOR THE YEARS ENDED DECEMBER 31From July 1, 2005 (the date of entering into exploration stage) to2006
        2005
        
        2004
        
        DECEMBER 31, 2006ExpensesSalaries and benefits
        $
        10,564
        $    128,996
        $
        111,162
        $
        67,335Professional fees
        
        65,652
        46,921
        
        79,294
        
        98,345Office and sundry
        
        93,497
        43,199
        
        32,157
        
        113,996Rent
        
        2,081
        20,387
        
        20,669
        
        11,495Consulting fees (including $6,746,118 and $1,691,671 of stock-based compensation expense for 2006 and 2005 respectively (Note 3))
        
        6,883,851
        1,744,442
        
        75,577
        
        8,594,596Transfer agent fees
        
        3,600
        4,640
        
        2,875
        
        8,240Depreciation
        
        -
        14,520
        
        25,318
        
        5,607(7,059,245)
        (2,003,105)
        
        (347,052)
        
        (8,899,614)Other income (expenses)Interest and miscellaneous income
        
        66,497
        9,855
        
        2,489
        
        74,037Interest expense
        
        -
        (26,444)
        
        -
        
        (26,444)Gain on settlement of loan (Note 4)
        
        115,343
        -
        
        -
        
        115,343181,840
        (16,589)
        
        2,489
        
        162,936Loss from continuing operations
        
        (6,877,405)
        (2,019,694)
        
        (344,563)
        
        (8,736,678)Income (loss) from discontinued operations(Note 6)
        
        130,000
        (64,916)
        
        (350,296)
        
        122,755Net loss for the period
        
        (6,747,405)
        (2,084,610)
        
        (694,859)
        
        (8,613,923)Other comprehensive lossUnrealized holding loss on investments available for sale (Note 4)
        
        (60,055)
        -
        
        -
        
        (60,055)Foreign currency translation adjustments
        
        (268,037)
        (1,790)
        
        (7,457)
        
        (268,427)Comprehensive loss
        $
        (7,075,497)
        $   (2,086,400)
        $
        (702,316)
        $
        (8,942,405)Basis and diluted loss per shareFrom continuing operations
        
        (0.26)
        (0.09)
        $
        (0.02)From discontinued operations
        
        0.00
        (0.01)
        
        (0.02)(0.26)
        (0.10)
        $
        (0.04)Weighted average shares outstanding
        
        25,931,209
        21,618,656
        
        19,829,944




The accompanying notes are an integral part of these financial statements



52



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



STATEMENTS OF CHANGES IN STOCKHOLERS EQUITY

(Expressed in US Dollars)





AccumulatedAdditional
        
        Other
        TotalCommon Stock
        Paid-in
        Accumulated
        Comprehensive
        StockholdersShares (1)
        Amount
        Capital
        Deficit
        Loss
        EquityBalance, January 1, 2004
        19,833,944
        
        19,834
        
        2,576,587
        
        (1,835,839)
        
        (20,959)
        
        739,623Net loss and comprehensive loss
        -
        
        -
        
        -
        
        (694,859)
        
        (7,457)
        
        (702,316)Balance, December 31, 2004
        19,833,944
        
        19,834
        
        2,576,587
        
        (2,530,698)
        
        (28,416)
        
        37,307Private placement common stock issuances for cash, February 2005 (Note 9)
        2,000,000
        
        300,000
        
        -
        
        -
        
        -
        
        300,000Private placement common stock issuances for cash, November 2005 (Note 9)
        280,000
        
        210,000
        
        -
        
        -
        
        -
        
        210,000Issuance of common shares as collateral for a loan (Note 7)
        120,000,000
        
        -
        
        -
        
        -
        
        -
        
        -Cancellation of common shares upon repayment of the loan (Note 7)
        (120,000,000)
        
        -
        
        -
        
        -
        
        -
        
        -Stock-based compensation (Note 3)
        -
        
        -
        
        1,691,671
        
        -
        
        -
        
        1,691,671Net loss and comprehensive loss
        -
        
        -
        
        -
        
        (2,084,610)
        
        (1,790)
        
        (2,086,400)Balance, December 31, 2005
        22,113,944
        $
        529,834
        $
        4,268,258
        $
        (4,615,308)
        $
        (30,206)
        $
        152,578Private placement common stock issuances for cash, June 2006 (Note 9)
        250,000
        
        1,000,000
        
        -
        
        -
        
        -
        
        1,000,000Stock option exercises February to August, 2006
        3,662,000
        
        5,151,990
        
        -
        
        -
        
        -
        
        5,151,990Warrant exercises May to July 2006
        2,261,600
        
        508,860
        
        -
        
        -
        
        -
        
        508,860Stock-based compensation (Note 3)
        -
        
        -
        
        6,746,118
        
        -
        
        -
        
        6,746,118Net loss and comprehensive loss
        -
        
        -
        
        -
        
        (6,747,405)
        
        (328,092)
        
        (7,075,497)Balance, December 31, 2006
        28,287,544
        $
        7,190,684
        $
        11,014,376
        $
        (11,362,713)
        $
        (358,298)
        $
        6,484,049




(1) Reflects the 2:1 forward stock split completed on May 11, 2006.  See Note 9.













The accompanying notes are an integral part of these financial statements



53



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)







FROMJuly 1, 2005 (the date of entering into exploration stage)  toFOR THE YEARS ENDED DECEMBER 312006
        
        2005
        
        2004
        DECEMBER 31, 2006Cash flows from operating activitiesNet loss
        $
        (6,747,405)
        $
        (2,084,610)
        $
        (694,859)
        $
        (8,613,923)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
        
        -
        
        14,520
        
        269,018
        
        5,607Stock option compensation expense
        
        6,746,118
        
        1,691,671
        
        -
        
        8,437,789Write-down of inventory
        
        -
        
        -
        
        8,415
        
        -Gain on settlement of loan (Note 4)
        
        (115,343)
        
        -
        
        -
        
        (115,343)Gain on sale of software (Note 6)
        
        (130,000)
        
        -
        
        -
        
        (130,000)Change in assets and liabilities:Receivables
        
        (19,251)
        
        (3.026)
        
        939
        
        (22,228)Prepaid expenses
        
        (716)
        
        1,717
        
        (9)
        
        1,630Accounts payable
        
        100,895
        
        12,741
        
        (26,148)
        
        99,934Accrued liabilities
        
        6,089
        
        9,759
        
        (4,056)
        
        40,483Net cash used in operating activities
        
        (159,613)
        
        (357,228)
        
        (446,700)
        
        (296,051)Cash flows from investing activitiesAcquisition of oil and gas interests
        
        (2,752,576)
        
        (128,733)
        
        -
        
        (2,881,309)Acquisition of computer and office equipment
        
        -
        
        -
        
        (2,836)
        
        -Proceeds on the sale of software (Note 6)
        
        130,000
        
        -
        
        -
        
        130,000Net cash used in investing activities
        
        (2,622,576)
        
        (128,733)
        
        (2,836)
        
        (2,751,309)Cash flows from financing activitiesProceeds from the issuance of common stock
        
        1,000,000
        
        510,000
        
        -
        
        1,210,000Proceeds from loan financing
        
        -
        
        1,020,000
        
        -
        
        1,020,000Repayment of loan financing
        
        -
        
        (1,020,000)
        
        -
        
        (1,020,000)Proceeds from the exercise of stock options
        
        5,151,990
        
        -
        
        -
        
        5,151,990Proceeds from the exercise of warrants
        
        508,860
        
        -
        
        -
        
        508,860Net cash provided by financing activities
        
        6,660,850
        
        510,000
        
        -
        
        6,870,850Foreign exchange effect on cash
        
        (173,570)
        
        (1,790)
        
        (7,457)
        
        (173,960)Net increase (decrease) in cash
        
        3,705,091
        
        22,249
        
        (456,993)
        
        3,649,530Cash,beginning of period
        
        74,436
        
        52,187
        
        509,180
        
        129,997Cash, end of period
        $
        3,779,527
        $
        74,436
        $
        52,187
        
        3,779,527Supplemental disclosure of cash flow informationCash paid during the period for:Interest
        $
        -
        $
        26,444
        $
        -
        $
        26,444Income taxes
        
        -
        
        -
        
        -Non-cash investing and financing activitiesReceipt of marketable securities for settlement of loan, net (Note 4)
        $
        115,343
        $
        -
        $
        -
        $
        115,343






The accompanying notes are an integral part of these financial statements



54



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





1.
        NATURE OF BUSINESS AND OPERATIONS




Strata Oil & Gas Inc. (the Company) (formerly Stratabase Inc.) is engaged in the exploration for oil and natural gas in oil sands in the Canadian province of Alberta.  The Company was formerly engaged in the development of Knowledge Worker Automation (KWA) software.



On June 29, 2005 at an annual general and special meeting of shareholders, a majority of the stockholders of the Company approved the sale of all of the rights to the Companys software assets to a company controlled by the Companys former chief executive officer.  At the same meeting, a majority of the Companys stockholders also approved the change in business of the Company from software development to oil and gas exploration (Note 6).  Upon disposal of the Companys software assets and change in focus to oil and gas exploration, the Company has entered the exploration stage of its new business activity and follows Statement of Financial Accounting Standard (SFAS) No. 7, Development Stage Enterprises.  Since re-entering the exploration stage in July 2005, the Company has incurred a loss of $8,613,923.

In January 2003, the Company filed a proposal to effect a continuation of the corporate jurisdiction from the State of Nevada to Canada on Form S-4 with the United States Securities and Exchange Commission (SEC).  At a Special Meeting of the stockholders of Stratabase Inc. held on August 17, 2004, a majority of the Companys stockholders voted in favour of the plan of conversion.  Accordingly, the Company filed the Articles of Conversion in Nevada and obtained a Certificate of Continuance from the Director of Business Corporations.  As a result, the Company changed its name to "Stratabase Inc." and continued to operate under the Canada Business Corporations Act and ceased to be a Nevada corporation.  The Company has never had any employees or operations in the U.S., and management believed the continuation to Canada accurately reflected the nature of its operations.  The continuance had no impact on
the Companys financial statements.  These financial statements are presented as a continuation of the Nevada Company.



2.
        ABILITY TO CONTINUE AS A GOING CONCERN


The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The Company only commenced its oil and gas exploration activities in the last quarter of 2005.  Previously, the Company had been actively developing its proprietary software product line. On June 29, 2005, the Company disposed of all of its rights to its proprietary software to a company controlled by the Companys former chief executive officer.  The Company has not realized any revenue from its present operations.  During the year ended December 31, 2006, the Company incurred a loss of $6,747,405 and has an accumulated deficit of $8,613,923 at December 31, 2006.  These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent on its ability to develop its oil and gas properties and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects that it will need approximately $4,000,000 to fund its operations during the next twelve months which will include minimum annual property lease payments, an initial drill exploration program of the Companys properties as well as the costs associated with maintaining an office.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  Although there are no assurances that managements plans will be realized, management believes that the Company will be able to continue operations in the future.  Accordingly, no adjustment relating to the
recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







3.
        SIGNIFICANT ACCOUNTING POLICIES




Managements Estimates and Assumptions



The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, and revenues and expenses for the period then ended.  Actual results could differ significantly from those estimates



Oil and Gas Property Payments and Exploration Costs



The Company follows the full cost method of accounting for natural gas and oil operations.  Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The Companys current cost center is located in Canada. Such costs include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities.



Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers.  The percentage of total reserve volumes produced during the year is multiplied by the net capitalized investment plus future estimated development costs in those reserves.  Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether an impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.



The Company has not recognized any revenue from its oil and gas exploration activities which commenced in the last quarter of 2005.



Cash and Cash Equivalents



The Company considers all highly liquid investments purchased with a maturity of 90 days or less to be cash equivalents.



Investments



Available for Sale



Investments designated as available-for-sale include marketable equity securities. Investments designated as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income. The cost of securities sold is based on the specific identification method. Realized gains or losses on the sale or exchange of equity securities and declines in value judged to be other-than-temporary are recorded in gains (losses) on equity securities.



The Company applies SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities when determining when an investment is other-than-temporarily impaired. Investments are reviewed quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, we employ a systematic methodology quarterly that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. We also consider specific adverse conditions related to



56



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





3.
        SIGNIFICANT ACCOUNTING POLICIES - continued




Investments - continued

Available for Sale- continued



the financial health of and business outlook for the investee, including industry and sector performance, changes in technology, operational and financing cash flow factors, and rating agency actions. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments.



Long-lived Asset Impairment



Other long-lived assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.  An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and their eventual disposition is less than their carrying amount.  Impairment, if any, is assessed using discounted cash flows.

Estimates of undiscounted future cash flows used for conducting impairment tests are subject to significant judgment decisions based on assumptions of highly uncertain future factors such as, crude oil and natural gas prices, production quantities, estimates of recoverable reserves, and production and transportation costs.  During the years ended December 31, 2006, 2005 and 2004, no write-downs of long-lived assets were recognized.



Asset Retirement Obligations



In accordance with Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (''SFAS 143''), the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company will record an asset retirement obligation to reflect its legal obligations related to future abandonment of its oil and gas interests using estimated expected cash flow associated with the obligation and discounting the amount using a credit-adjusted, risk-free interest rate. At least annually, the Company will reassess the obligation to determine whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed.
Should those indicators suggest the estimated obligation has materially changed the Company will accordingly update its assessment.



At December 31, 2006, the Company had only completed preliminary exploration activity on its properties and as a result has not incurred significant reclamation obligations.  As such, no asset retirement obligation accrual was made in these financial statements.



Income Taxes



The Company follows the asset and liability method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  If it is determined that the realization of the future tax benefit is not more likely than not, the enterprise establishes a valuation allowance.



57



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







3.
        SIGNIFICANT ACCOUNTING POLICIES - continued




Foreign Exchange Translation



The Company's functional currency is the Canadian dollar, but reports its financial statements in US dollars. The Company translates its Canadian dollar balances to US dollars in the following manner:  Assets and liabilities have been translated using the rate of exchange at the balance sheet date.  The Companys results of operations have been translated using average rates.  Translation gains or losses resulting from the changes in the exchange rates are accumulated as other comprehensive income or loss in a separate component of stockholders' equity.



All amounts included in the accompanying financial statements and footnotes are denominated in U.S. dollars.



Stock Option Plans



Beginning January 1, 2006, the Company adopted the recommendations of the Statement of Financial Accounting Standards (SFAS) No. 123R, Accounting for Stock-based Compensation, and has applied the recommendations of this standard using the modified prospective method.  Under this application, the Company is required to record compensation expense, based on the fair value of the awards, for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding as at the date of adoption.



Prior to the adoption of SFAS 123R, the Company elected to apply the intrinsic value method of Accounting Principles Board (APB) No. 25,Accounting for Stock Issued to Employeesand related interpretations in accounting for stock options granted to employees and directors.  Under APB No. 25, compensation expense is only recorded to the extent that the exercise price is less than the market value of the underlying stock on the measurement date, which is usually the date of grant.  Any stock-based compensation for employees was recognized on a straight-line basis over the vesting period of the individual options.



Stock options granted to non-employees were previously accounted for under SFAS No. 123 Accounting for Stock-Based Compensation and were measured at the fair value of the options as determined by an option pricing model on the measurement date and recognized as the related services are provided and the options earned.  Compensation expense for unvested options to non-employees is revalued at each period end and is being amortized over the vesting period of the options.  As options granted in prior years were primarily to non-employees, the impact on the December 31, 2006 financial statements of adopting SFAS No. 123R was immaterial.



Compensation expense is recognized immediately for past services and pro-rata for future services over the option vesting period.  During 2006 the Company recognized an aggregate $6,746,118 (2005 - $1,691,671) in stock-based compensation in the Statement of Operations and Comprehensive Loss in respect of options granted to non-employees.  There were no stock options granted during the year ended December 31, 2004. All stock options granted in 2005 and 2006 were to non-employees of the Company.



Had compensation expense on 2002 employee options granted been determined based on the fair value method at the grant dates, as described in SFAS No. 123, the following table illustrates the effect on net loss and net loss per share as if the Company had applied the fair value provisions of SFAS 123 to all options prior to January 1, 2006:



58



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







3.
        SIGNIFICANT ACCOUNTING POLICIES - continued




Stock Option Plans - continued



2005
        
        2004Net loss, as reported
        $
        (2,084,610)
        $
        (694,859)Add: stock-based compensation
expense included in reported net
income, net of related taxes
        
        -
        
        -Deduct total stock-based employee
compensation expense determined
under fair based methods for all awards
        
        (5,843)
        
        (18,646)Pro forma net loss
        $
        (2,090,453)
        $
        (713,505)Loss per common share:Basic and diluted  as reported
        $
        (0.10)
        $
        (0.04)Basic and diluted  pro forma
        $
        (0.10)
        $
        (0.04)






No stock options were granted in 2004. The fair value of each option granted in 2006 and 2005 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:





2006
        
        2005Dividend yield
        
        0%
        
        0%Expected volatility
        
        85.6%
        
        85.6%Risk-free rate
        
        4.36%
        
        3.93%Expected life
        
        10 years
        
        10 years




The weighted average grant date fair value per option granted in 2006 was $3.73 (2005 - $0.80)



Expected volatilities are based on industry comparables using available data and other factors due to the fact the Companys business changed substantially from the previous technology business to oil and gas in 2005. When applicable, the Company will use historical data to estimate option exercise, forfeiture and employees termination within the valuation model. For non-employees, the expected term of the options approximates the full term of the options.



Earnings (Loss) Per Share of Common Stock



Basic earnings (loss) per share of common stock is computed by dividing  net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period.  Diluted earnings per share of common stock reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.



At December 31, 2006, 2005 and 2004, potential common shares of 11,902,800, 16,326,400, and 9,516,400 respectively, related to stock options and warrants were excluded from the computation of diluted earnings per share since their effect was anti-dilutive.



59



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







3.
        SIGNIFICANT ACCOUNTING POLICIES - continued




Fair Value of Financial Instruments



The carrying amounts reported in the balance sheets for cash, receivables, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments.  At December 31, 2006 the investments available for sale has been recorded at fair market value.



Comprehensive Income (Loss)



Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's items of other comprehensive income (loss) are foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities.



New Accounting Pronouncements



SFAS No. 155



In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an Amendment of FASB Statements No. 133 and 140. Among other things, SFAS No. 155 permits the election of fair value re-measurement for certain hybrid financial instruments that would otherwise require bifurcation under Statement 133, Accounting for Derivative Instruments and Hedging Activities. These hybrid financial instruments would include both assets and liabilities. SFAS No. 155 is effective for fiscal years beginning after September 15, 2006.  The Company is currently evaluating the impact of the provisions of SFAS 155.



SFAS No. 154



In June 2005, the FASB issued Statement of Financial Accounting Standard No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (SFAS 154). The Statement applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. SFAS 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting principle unless it is impracticable. SFAS 154 requires that a change in method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is affected by a change in accounting principle. Opinion 20 previously required that
such a change be reported as a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company has determined the adoption of this pronouncement did not have a material impact on the Companys financial statements.



SFAS No. 157



In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of the provisions of SFAS No. 157.



60



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







3.
        SIGNIFICANT ACCOUNTING POLICIES - continued




New Accounting Pronouncements - continued



FIN 48



In June 2006, FASB issued interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (FAS No. 109) (FIN 48). This interpretation prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  FIN 48 uses a two-step approach for evaluating tax positions.  The first step, recognition, occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination.  The second step, measurement, is only addressed if the recognition threshold is met; under this step, the tax benefit is measured as the largest amount of the benefit, determined
on a cumulative probability basis, that is more likely than not to be realized upon settlement.  FIN 48s use of the term more likely than not represents a greater than 50 percent likelihood of occurrence.  The cumulative effect of applying the provisions of this Interpretation shall be reported as an adjustment to the opening balance of retained earnings for fiscal year in which the enterprise adopts the Interpretation.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  Earlier application is permitted if the reporting enterprise has not publicly issued financial statements, including interim financial statements, for that fiscal year.  Accordingly, the Company will adopt the provisions of this Interpretation in its fiscal 2007 year.  The implementation of FIN 48 is not expected to have a material impact on its financial statements.



SAB 108



In September 2006, the SEC issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when quantifying Misstatements in Current Year Financial Statements" ("SAB 108").  SAB 108 requires companies to evaluate the materiality of identified unadjusted errors on each financial statement and related financial statement disclosure using both the rollover approach and the iron curtain approach. The rollover approach quantifies misstatements based on the amount of the error in the current year financial statements whereas the iron curtain approach quantifies misstatements based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatements year(s) of origin. Financial statements would require adjustment when either approach results in quantifying a misstatement that is material. Correcting prior
year financial statements for immaterial errors would not require previously filed reports to be amended. SAB 108 is effective for fiscal years ending after November 15, 2006 (the Company's fiscal year ending December 31, 2006). The Company has determined that SAB 108 did not have a material impact on its  financial statements.



4.
        INVESTMENTS


In May 2002, the Company loaned $150,000 to Advanced Cell Technology ("ACT"), a private biotechnology company, in exchange for a convertible promissory note receivable. The note was unsecured, bore interest at 20% per annum, matured on April 30, 2003, and was to be converted into stock of ACT should ACT have proceeded with a preferred stock financing prior to the note's maturity date. The Company accrued a receivable for interest income, due under the terms of the promissory note, in the amount of $21,206 at December 31, 2002. At April 30, 2003, the note receivable was in default. The Company received notice from ACT of their intention to settle the note receivable in full out of future financing.  With the uncertainty regarding the recoverability of the note receivable, in 2003 the Company reserved the principal amount of the note receivable and accrued interest outstanding at December 31, 2002 and fully
reserved all additional accruals of interest.



61



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







4.
        INVESTMENTS - continued




On May 8, 2006 the Company completed an agreement with the current parent company of ACT, Advanced Cell Technology, Inc. (ACTC) for settlement of the loan.  The Company received 109,557 common shares of ACTC, a public company, for settlement of the principal and interest of the loan.  As part of the settlement, the Company had agreed to pay its legal counsel a contingent fee based on the loan settlement amount.  As a result, of the total 109,557 common shares of ACTC received by the Company, 14,232 were assigned to the Companys counsel for payment of legal fees.  Therefore, the Company currently owns 95,325 shares of ACTC at a cost of $115,343 and a market value of $55,288 at December 31, 2006.  The gross unrealized holding loss for the twelve month period ended December 31, 2006 was $60,055.  The cost and market values of the ACTC shares were determined by reference to their closing
prices on May 8 and December 31, 2006 respectively as quoted on the OTC:BB.



5.
        OIL AND GAS PROPERTY INTERESTS




2006 (Cumulative)Peace River
        Drowned
        TotalProperty acquisition and lease payments
        $
        2,362,465
        $
        30,976
        $
        2,393,441Geological and geophysical
        
        127,745
        
        -
        
        127,745Project management
        
        196,916
        
        -
        
        196,916Drilling
        
        19,507
        
        -
        
        19,507Assaying and analysis
        
        16,648
        
        -
        
        16,648Camp and field supplies
        
        3,007
        
        -
        
        3,007Travel and accommodation
        
        16,896
        
        -
        
        16,896Consulting
        
        -
        
        12,682
        
        12,682Total expenditures
        $
        2,743,184
        $
        43,658
        $
        2,786,842






2005Peace River
        Drowned
        TotalProperty acquisition and lease payments
        $
        87,266
        $
        28,785
        $
        116,051Consulting
        
        -
        
        12,682
        
        12,682Total expenditures
        $
        87,266
        $
        41,467
        $
        128,733






Peace River Property



The Company has entered into a series of leases in multiple transactions with the province of Alberta in the Peace River area of Alberta, Canada (the Peace River Property).  All of the leases were acquired through a public auction process that requires the Company to submit sealed bids for land packages being auctioned by the provincial government.  Upon being notified that it has submitted the highest bid for a specific land parcel the Company immediately pays the government the bid price and enters into a formal lease with the government.  All of the leases are for a 15 year term, require minimum annual lease payments, and grant the Company the right to explore for potential oil sands opportunities on the respective lease.  The specific transactions entered into by the Company are as noted below.



62





---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







5.
        OIL AND GAS PROPERTY INTERESTS - continued




Peace River Property - continued





Date
        Number of Leases
        Land Area
(Hectares)
        Annual Lease PaymentsDecember 15, 2005
        7
        10,752
        CDN $37,632 / USD $32,294June 15, 2006
        3
        4,864
        CDN $17,024 / USD $14,609August 10, 2006
        9
        7,424
        CDN $25,984 / USD $22,298August 24, 2006
        2
        2,048
        CDN $7,168 / USD $6,151October 19, 2006
        4
        3,584
        CDN $12,544 / USD $10,765November 2, 2006
        9
        14,336
        CDN $50,176 / USD $43,05834
        43,008
        CDN $150,528 / USD $129,175




Subsequent to December 31, 2006, the Company completed two additional transactions for a total of six leases with the province of Alberta.  The Company acquired 6,912 hectares of land for a cost of $140,118.  The new leases require aggregate annual minimum lease payments of CDN $24,192 (USD $20,760).



Drowned Property



On September 7, 2005 the Company acquired a 100% interest in an Alberta oil sands lease (the Drowned Property).  The rights to the Drowned Property were acquired for $20,635 plus fees and closing costs of $8,150 which were paid.  The Property covers 512 hectares of land in the Drowned Area of the Wabasca oil sands in the West Athabasca area of Northern Alberta.  The lease, which expires in October 2015, gives the Company the right to explore the Property covered by the lease.  Strata's acquisition of the lease includes an overriding 4% royalty agreement with the vendor.  The royalty is to be paid on a well-to-well basis and is payable on all petroleum substances produced by any well on the Property.  The Property is subject to an annual lease payment payable to the government of Alberta in the amount of CDN $1,792 (USD $1,538) until expiry on October 4, 2015.



All of the Companys leases for the Peace River and Drowned Properties are subject to royalties payable to the government of Alberta.  The royalty is calculated using a revenue-less-cost formula.  In years prior to the recovery of the projects capital investment, the royalty is 1% of gross revenue.  Once the project costs have been recovered, the royalty is the greater of 1% of gross revenue or 25% of net revenue.



6.
        DISCONTINUED OPERATIONS




On June 29, 2005 pursuant to approval by a majority of the shareholders of the Company, the Company entered into a letter of intent to dispose of all of its interest in its proprietary software to a private company controlled by its former president (the Purchaser) for $130,000.  The value of the assets disposed of was based on an independent valuation.  The net book value of these assets at December 31, 2006 and 2005 was Nil.



The results of operations and cash flows of the software operations have been segregated in the financial statements as discontinued operations for the current and prior periods.  On July 11, 2005 a definitive agreement was completed and in exchange for the rights to all of its software, the Company received a non-interest bearing promissory note which was due on July 11, 2006. The Purchaser had at his sole discretion, the right to convert the promissory note into its common shares at a conversion price to be determined.  Had the Purchaser chosen to convert the promissory note to equity, it would have converted it into shares  at market value.  The promissory note was collateralized by all of the assets acquired by the Purchaser. The Purchaser could have located an alternate buyer for the assets or



63



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





6.
        DISCONTINUED OPERATIONS - continued




assigned its rights under the purchase agreement, provided that the terms of sale of the software assets to such alternate buyer or assignee would have remained substantially the same as described above.



The loan was fully paid on June 30, 2006 and as a result, the Company has recognized a $130,000 gain in the Statement of Operations and Comprehensive Loss at December 31, 2006.





2006
        
        2005
        
        2004Gain (loss) on disposal
        $
        130,000
        $
        (8,233)
        $
        -Loss from discontinued operations
        
        -
        
        (56,683)
        
        (350,296)Total
        $
        130,000
        $
        (64,916)
        $
        (350,296)




No revenue was recognized during 2006, 2005 or 2004 from discontinued operations.



7.
        LOANS PAYABLE


On October 12, 2005 the Company entered into a $20,000 bridge loan agreement with a shareholder. The loan bore interest at the Bank of Canada Prime Rate plus 1% per annum.  The loan was due on October 12, 2006 and was unsecured.  The Company repaid the loan and accrued interest of $143 on December 9, 2005.



On August 24, 2005 the Company borrowed $1,000,000 from a single lender (the Lender).  In consideration for such loan, the Company issued to the Lender a Secured Promissory Note, in the original principal amount of $1,000,000, with interest accruing at the rate of 8% per annum.  The principal and all accrued but unpaid interest under such Secured Promissory Note was due and payable in full one year from the date of the loan, but could be prepaid at anytime without penalty.  As collateral security for the payment of the amounts owed under such Secured Promissory Note, the Company issued 120,000,000 shares of its common stock pursuant to a Stock Pledge Agreement, dated August 24, 2005.  The Company repaid the loan and accrued interest of $26,301 on December 22, 2005.  Upon repayment, the 120,000,000 common shares granted to the Lender as security were returned to the Company and the shares were extinguished.



8.
        RELATED PARTY TRANSACTIONS




Related party transactions not disclosed elsewhere in these financial statements include:



Sale of Software Assets



As part of the sale of the Companys software assets (Note 6) the Company had a promissory note with a face value of $130,000 owing from a company controlled by the Companys former president at December 31, 2005.  In June 2006, the loan was fully repaid.



Payables to Related Parties



In addition, included in the Companys accounts payable at December 31, 2006 is an amount of $Nil (2005 - $10,000) owing to the Companys President.  The amount owing in 2005 related to a payment made on behalf of the Company in relation to the acquisition of the Drowned Property (Note 5).



64



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





8.
        RELATED PARTY TRANSACTIONS - continued




Management Fees



The Company began paying its current president CDN $10,000 (USD $8,581) per month in May 2006.  Total compensation expense of $61,842 has been recognized as consulting fees to December 31, 2006.



The Company paid management fees for the services of its former vice president at the rate of $5,000 per month.  On August 23, 2005 the Companys vice president resigned from the Company.  No compensation expense was recognized in 2006 while compensation expense of $40,000 was recognized for the year ended December 31, 2005 and $56,074 for the year ended December 31, 2004.  These amounts have been shown as consulting fees.



Director fees



The Company pays its independent Directors $500 per month for serving on the Companys Board of Directors.  Three of the Directors receive their payments in $CDN and one is paid in $USD.  Directors fees of $13,510 (2005 - $3,698) have been recorded as consulting fees at December 31, 2006.



The above-noted transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



9.
        SHARE CAPITAL


On February 14, 2005, the Company issued a total of 2,000,000 units at $0.15 per unit, for aggregate proceeds of $300,000.  Each unit consisted of one share of common stock, one Class A warrant and one Class B warrant.  The Class A warrants are exercisable on February 14, 2007 for a period of five years at an exercise price of $0.25 per share of common  stock and the Class B warrants are exercisable on February 14, 2008 for a period of four years at an exercise price of $0.40 per share.  The Company has the right, in its sole discretion, to accelerate the exercise date of the warrants, to decrease the exercise price of the warrants and/or extend the expiration date of the warrants.

On November 15, 2005 the Company closed a private placement of 280,000 units at $0.75 per unit for a total offering price of $210,000.  Each unit consists of one share of the common stock of the Company, one Class A Warrant exercisable for one share of Common Stock at an exercise price of $0.875 for a period of four years commencing on November 15, 2006, and one Class B Warrant exercisable for one share of Common Stock at an exercise price of $1.00 for a period of three years commencing on November 15, 2007.  The Company has the right to accelerate the exercise date or reduce the exercise price of the Class A and Class B Warrants.



On May 9, 2006, at a Special Meeting of the Companys stockholders, a majority of the Companys stockholders approved a 2:1 forward stock split.  The record and payment dates of the forward split were May 10 and May 11, 2006 respectively.   All of the common shares issued and outstanding on May 10, 2006 were split.   All references to share and per share amounts have been restated in these financial statements to reflect the split.



On June 13, 2006 the Company closed a private placement of 250,000 units at $4.00 per unit for a total offering price of $1,000,000.  Each unit consists of one share of the common stock of the Company, one Class A Warrant exercisable for one share of Common Stock at an exercise price of $4.25 for a period of four years commencing on June 13, 2007 and one Class B Warrant exercisable for one share of Common Stock at an exercise price of $4.50 for a period of three and one half years commencing on December 13, 2007.  The Company has the right to accelerate the exercise date or reduce the exercise price of the Class A and Class B Warrants.



65



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





10.
        STOCK OPTION PLANS




In February 2000, the Company adopted its 2000 Stock Option Plan (the 2000 Plan).  The 2000 Plan provides for the granting of up to 3,500,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2000 Plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Company's Option Committee, a committee designated to administer the 2000 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.).  Options granted are not to
exceed terms beyond ten years (five years in the case of an incentive stock option granted to a holder of 10 percent of the Company's common stock).



Activity under the 2000 Plan is summarized as follows:



Available for Grant
        Options Outstanding
        Weighted Average Price Per ShareBalance outstanding,January 1 and December 31, 2004
        160,000
        780,000
        $
        0.43Options cancelled
        60,000
        (60,000)
        
        0.25December 31, 2005
        220,000
        720,000
        
        0.44Options granted
        (220,000)
        220,000
        
        3.50Options exercised
        -
        (490,000)
        
        1.94Balance outstanding,December 31, 2006
        -
        450,000
        $
        0.30Balance exercisable,December 31, 2006
        
        450,000
        $
        0.30December 31, 2005
        
        720,000
        $
        0.44December 31, 2004
        
        700,000
        $
        0.40




During 2001, the Company adopted its 2002 Stock Option Plan (the 2002 Plan).  The 2002 Plan provides for the granting of up to an additional 3,500,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2002 Plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Company's Option Committee, a committee designated to administer the 2002 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.)  Options granted are
not to exceed terms beyond ten years (five years in the case of an incentive stock option granted to a holder of 10 percent of the Company's common stock).

Activity under the 2002 Plan is summarized as follows:



66



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





10.
        STOCK OPTION PLANS - continued




Available for Grant
        Options Outstanding
        Weighted Average
Price Per ShareBalance outstanding,January 1 and  December 31, 2004
        2,840,000
        490,000
        $
        0.29Options cancelled
        490,000
        (490,000)
        
        0.29Options granted
        (3,200,000)
        3,200,000
        
        0.21Balance outstanding,December 31, 2005
        130,000
        3,200,000
        $
        0.21Options cancelled
        100,000
        (100,000)
        
        0.22Options granted
        (130,000)
        130,000
        
        3.50Options exercised
        -
        (2,522,000)
        
        0.38Balance outstanding,December 31, 2006
        100,000
        708,000
        $
        0.22Balance exercisable,December 31, 2006
        
        174,664
        $
        0.22December 31, 2005
        
        200,000
        $
        0.22December 31, 2004
        
        490,000
        $
        0.29




At the Annual General and Special Meeting of Shareholders held in June 2006 the shareholders approved and the Company adopted its 2006 Stock Option Plan (the 2006 Plan).  The 2006 Plan provides for the granting of up to an additional 4,000,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2006 Plan, the granting of incentive and non-qualified stock options, exercise prices and terms are determined by the Company's Option Committee, a committee designated to administer the 2006 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less
than 110% of the fair market value of common stock on the grant date.)  Options granted are not to exceed terms beyond ten years (five years in the case of an incentive stock option granted to a holder of 10 percent of the Company's common stock).



Activity under the 2006 Plan is summarized as follows:



Available for Grant
        Options Outstanding
        Weighted Average Price Per ShareBalance outstanding,January 1, 2006
        -
        -
        $
        -Adoption of 2006 Plan
        4,000,000
        -
        
        -Options granted
        (750,000)
        750,000
        
        4.94Options exercised
        -
        (650,000)
        
        5.00Balance outstanding,December 31, 2006
        3,250,000
        100,000
        $
        4.57Balance exercisable,December 31, 2006
        
        33,333
        $
        4.57






67



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





10.
        STOCK OPTION PLANS - continued


The following table summarizes information concerning outstanding and exercisable common stock options under the 2006, 2002 and 2000 Plans at December 31, 2006:



Range of Exercise Prices
        Number of
Options
Outstanding
        Remaining
Contractual Life (in Years)
        Weighted
Average Exercise Price
        Number of Options Currently Exercisable
        Weighted Average Exercise Price$0.30
        450,000
        4.25
        $
        0.30
        450,000
        $
        0.30$0.22
        708,000
        8.67
        $
        0.22
        174,664
        $
        0.22$4.57
        100,000
        9.58
        $
        4.57
        33,333
        $
        4.571,258,000
        
        
        
        657,997




The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2006 was $2,314,740 and $1,232,068, respectively.  The aggregate intrinsic value of stock options exercised in 2006 was $5,440,160.



As of December 31, 2006, there was $481,186 of total unrecognized compensation cost related to all options granted and outstanding. This unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.55 years.



A summary of status of the Companys unvested stock options as of December 31, 2006 under all plans is presented below:



Number
of Options
        Weighted
Average
Exercise
Price
        Weighted Average
Grant Date Fair ValueUnvested at January 1, 2005
        80,000
        $       0.65
        $        0.36Granted
        3,200,000
        0.21
        0.18Vested
        (280,000)
        0.34
        0.24Unvested at December 31, 2005
        3,000,000
        0.21
        0.18Granted
        1,100,000
        4.48
        3.73Vested
        (3,399,997)
        1.51
        1.25Cancelled
        (100,000)
        0.22
        0.19Unvested at December 31, 2006
        600,003
        $       0.70
        $        0.60






68



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)







11.
        WARRANTS






Warrants
        
        Weighted Average Exercise PriceBalance,January 1 and December 31, 2004
        
        8,246,400
        
        $
        0.35Warrants issued
        
        4,560,000
        
        
        0.40Warrants expired
        
        (400,000)
        
        
        1.25Balance,December 31, 2005
        
        12,406,400
        
        $
        0.34Warrants issued
        
        500,000
        
        
        4.38Warrants exercised
        
        (2,261,600)
        
        
        0.23Balance,December 31, 2006
        
        10,644,800
        
        $
        0.55




The following table lists the common share warrants outstanding at December 31, 2006.  Each warrant is exchangeable for one common share.



Number Outstanding
        Number Vested
        Exercise Price
        Expiry1,661,600
        1,661,600
        $0.225
        December 23, 20103,923,200
        3,923,200
        $0.375
        December 23, 20102,000,000
        -
        $0.25
        February 14, 20122,000,000
        -
        $0.40
        February 14, 2012280,000
        280,000
        $0.875
        November 15, 2010280,000
        -
        $1.00
        November 15, 2010250,000
        -
        $4.25
        June 13, 2011250,000
        -
        $4.50
        June 13, 201110,644,800
        5,864,800


At December 31, 2006 the vested warrants have a weighted average exercise price of $0.36.



12.
        INCOME TAXES


The tax effects of temporary differences that give rise to the Companys deferred tax assets are as follows:



2006
        
        2005Deferred tax assets (liabilities)Net operating loss carryforwards
        $
        572,000
        $
        510,000Office equipment
        
        10,000
        
        10,000Share issue costs
        
        1,800
        
        2,300Investments
        
        20,500
        
        -604,300
        
        522,300Valuation allowance
        
        (604,300)
        
        (522,300)Net deferred tax asset
        $
        -
        $
        -






69



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





12.
        INCOME TAXES - continued




Upon continuation to Canada in 2004, all losses carried forward at that time expired.  As of December 31, 2006, the Company had available to offset future taxable income, net Canadian operating loss carryforwards of approximately $1,617,000.  The carryforwards will begin expiring in 2014 unless utilized in earlier years.  The Company also has approximately $2,787,000 in Canadian oil and gas dedication pools that can be used to offset income of future periods.



The Companys deferred tax assets include the tax effect relating to approximately $5,400 (2005  $6,800) of future tax deductions for share issue costs.  If and when the valuation allowance related to the tax effect of these amounts is reversed the Company will recognize this benefit as an adjustment to share capital as opposed to income tax expense in the Statement of Operations and Comprehensive Loss.

The Company evaluates its valuation allowance requirements based on projected future operations.  When circumstances change and this causes a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.

The provision for income taxes differs from the amount of income tax determined by applying the applicable Canadian statutory federal income tax rate to pre-tax income as a result of the following differences:



2006
        2005
        2004Statutory federal income tax rate
        (34%)
        (34%)
        (36%)Change in valuation allowance
        1%
        5%
        36%Non-deductible stock-based compensation
        34%
        28%
        -%Effect of foreign exchange
        -%
        1%
        -%Effect of reduction in income tax rate
        -
        1%
        -%Other
        (1%)
        (1%)
        -%-%
        -%
        -%




13.
        COMMITMENTS




Rents



The Company currently pays to rent shared office spaces in Calgary and Edmonton, Alberta on a month-to-month basis.  Total rent expense recorded by the Company was $2,081, $20,387, and $20,669 for the years ended December 31, 2006, 2005, and 2004, respectively.



Environmental Matters



The Company is engaged in oil and gas exploration and may become subject to certain liabilities as they relate to environmental cleanup of sites or other environmental restoration procedures as they relate to the exploration of oil and gas. Should it be determined that a liability exists with respect to any environmental clean up or restoration, the liability to cure such a violation could fall upon the Company. No claim has been made, nor is the Company aware of any liability, which it may have, as it relates to any environmental clean up, restoration or the violation of any rules or regulations relating thereto. Liabilities for expenditures are recorded when environmental assessment and/or remediation is probable and the costs can be reasonably estimated.





70



---



STRATA OIL & GAS INC.

(An Exploration Stage Company)



NOTES TO THE FINANCIAL STATEMENTS

(Expressed in US Dollars)





14.
        SUBSEQUENT EVENT




On March 19, 2007, a total of 200,000 stock options were granted to the Companys president and a consultant with an exercise price of $1.22 vesting on March 19, 2009 and March 19, 2010, respectively and expiring on March 19, 2017.

71



---





Item 19. Exhibits





Exhibit No.
        Description1.1
        Articles of Continuance(1)1.2
        Bylaws(1)2.1
        Description of Capital Stock (contained in the Articles of Continuance filed as Exhibit 1.1)2.2
        Form of Class A warrant issued in February 2005 (2)2.3
        Form of Class B warrant issued in February 2005 (2)2.4
        Form of Class A warrant issued in November 2005 (2)2.5
        Form of Class B warrant issued in November 2005 (2)2.6
        Form of Class A warrant issued in June 2006 (6)2.7
        Form of Class B warrant issued in June 2006 (6)4.1
        Agreement, dated October 12, 2005 between the Company and Pratt Barndollar (2)4.2
        Agreement, dated January 1, 2006 between the Company and Charlie Perity (2)4.3
        Asset Sale Agreement, dated June 29, 2005, between the Company and Trevor Newton (2)4.4
        Consulting agreement dated May 15, 2006 between Manny Dhinsa and the Company (2)12.1*
        Rule 13a-14(a)/15d-14(a) Certifications13.1*
        Section 1350 Certifications14.1
        Consent of Independent Registered Public Accounting Firm15.3
        2000 Stock Option Plan (3)15.4
        2002 Stock Option Plan (4)15.4
        2006 Stock Option Plan (5)




* Filed herewith.



(1) Previously filed with the Companys Registration Statement on Form S-4 on April 22, 2003

(2) Previously filed with the Companys 2005 Form 20-F filed on June 1, 2006.

(3) Filed on Form S-8 on January 29, 2001

(4) Filed on Form S-8 on February 12, 2002

(5) Filed on Form S-8 on June 1, 2006.

(6) Previously filed with the Companys Form 6-K filed on June 23, 2006.

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SIGNATURES



Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.



STRATA OIL & GAS INC.By              /s/ Manny DhinsaManny DhinsaDated: June 12, 2007
        President, Chief Executive Officer, Secretary and Treasurer






/s/ Pol Brisset
        Director
        Dated: June 12, 2007Pol Brisset/s/ Duncan Budge
        Director
        Dated:  June 12, 2007Duncan Budge/s/ Pratt Barndollar
        Director
        Dated:  June 12, 2007Pratt Barndollar/s/ Charlie Perity
        Director
        Dated:  June 12, 2007Charlie Perity






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