XFRA:5MNN Annual Report 10-K Filing - 2/29/2012

Effective Date 2/29/2012

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

FORM 10–K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2012

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____

Commission File Number: 000-52782

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

Nevada 90-0335743
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  
   
21 Waterway Avenue, Suite 300  
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (281) 469-5990

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share
(Title of class)

Indicate by check mark if the registrant is a well–known seasoned issuer, as defined in Rule 405 of the Securities Act.

[   ] Yes     [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act

[   ] Yes     [X] No

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]     No [   ]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S–K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10–K or any amendment to this Form 10–K. [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]     No [   ]

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

Large accelerated filer [   ] Accelerated filer [   ]
Non–accelerated filer [   ]
(do not check if a smaller reporting company)
Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).

[   ] Yes     [X] No


The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of August 31, 2011, computed by reference to the price at which such stock was last sold on the OTC Bulletin Board ($0.18 per share on a pre-reverse split basis) on that date, was approximately $14,390,000.

The registrant had 33,096,950 shares of common stock outstanding as of June 12, 2012 (on a post-reverse split basis).


MAINLAND RESOURCES INC.
Form 10–K

ITEM 1. BUSINESS 3
     
ITEM 1A. RISK FACTORS 18
     
ITEM 1B. UNRESOLVED STAFF COMMENTS 27
     
ITEM 2. PROPERTIES 27
     
ITEM 3. LEGAL PROCEEDINGS 27
     
ITEM 4. (REMOVED AND RESERVED) 29
     
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 30
     
ITEM 6. SELECTED FINANCIAL DATA 33
     
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33
     
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 38
     
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 38
     
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 39
     
ITEM 9A. CONTROLS AND PROCEDURES 39
     
ITEM 9B. OTHER INFORMATION 39
     
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 40
     
ITEM 11. EXECUTIVE COMPENSATION 44
     
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 49
     
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 50
     
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 51
     
ITEM 15. EXHIBITS 52


FORWARD-LOOKING STATEMENTS

The information in this annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, common share prices, operating costs, capital costs, outcomes of ore reserve development and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology.

Forward-looking statements in this annual report include, but are not limited to, statements with respect to the following:

  • our plans to drill certain wells on the properties in which we have interests;
  • our need for additional financing;
  • the competitive environment in which we operate;
  • our dependence on key personnel;
  • conflicts of interest of our directors and officers;
  • our ability to fully implement our business plan;
  • our ability to effectively manage our growth; and
  • other regulatory, legislative and judicial developments.

These forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including, the risks and uncertainties outlined under the sections titled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If one or more of these risks or uncertainties materialize, or our underlying assumptions prove incorrect, our actual results may vary materially from those expressed or implied by our forward-looking statements anticipated, believed, estimated or expected.

We caution readers not to place undue reliance on any such forward-looking statements, which speak only to a state of affairs as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this annual report by the foregoing cautionary statements.


Glossary of Oil and Gas Terms

The following are abbreviations and definitions of certain terms commonly used in the oil and gas industry and this document:

Development well. A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

Exploratory well.* A well drilled to find and produce oil or gas in an unproved area, to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir, or to extend a known reservoir.

Field.* An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Mcf. One thousand cubic feet of natural gas or CO2.

Production costs.* Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities.

Proved reserves.* The estimated quantities of crude oil, natural gas, and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made.

Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Notes

*

This definition is an abbreviated version of the complete definition as defined by the SEC in Rule 4-10(a) of Regulation S- X.

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PART I

ITEM 1. BUSINESS

Corporate History

We were incorporated as Mainland Resources, Inc. under the laws of the State of Nevada on May 12, 2006 and have been engaged in the business of acquisition, exploration and development of mineral properties in the United States since our inception.

On March 11, 2008, we completed a forward stock split of twenty for one (20:1) basis. On May 29, 2008, we completed a forward stock split on a 1.5 for one (1.5:1) basis. On August 3, 2009, we completed a forward stock split on a two for 1 (2:1) basis. On March 23, 2012, we completed a reverse split on a one for ten (1:10) basis.

Our shares of common stock are quoted on the OTC Bulletin Board under the symbol “MNLU:OB.”

Our principal business offices are located at 21 Waterway Avenue, Suite 300, The Woodlands, Texas 77380, and our telephone number is (281) 362-2861.

Overview

We are a natural resource exploration company engaged in the exploration, acquisition and development of oil and gas properties in North America. We are currently focused on our interests in oil and gas prospects located in Mississippi.

Until April 22, 2010, acting primarily through our joint venture with Petrohawk, we had been concentrating on exploring and developing certain natural gas leases covering approximately 2,904 net acres in the East Holly Field of De Soto Parish, in the State of Louisiana. In early 2010, we entered into a purchase and sale agreement for the sale to EXCO Operating Company, LP, a wholly owned subsidiary of Exco Resources (NYSE – XCO), of our interest in the Haynesville Shale portion of the East Holly Field leases for $28,159,604. This agreement, which closed on April 22, 2010 with an effective date of January 1, 2010, provided for the sale of all of our Company’s right, title and interest 100 feet below the base of the Cotton Valley formation in the East Holly Field. The base of the Cotton Valley formation has been defined to be 100 feet below the stratigraphic equivalent of the Cotton Valley formation. We retained all of the rights in all formations above the base of the Cotton Valley formation in the East Holly Field, encompassing 2,255 net acres with an estimated 65 net potential drilling locations. The five wells drilled by the original operator through the Hosston and Cotton Valley zones to the Haynesville Formation calculate as productive.

Our Buena Vista Prospect is located along the Gulf Coast Salt Basin in the Buena Vista area of Jefferson County, Mississippi. Based on proprietary information gained from previous drilling, we believe an extension of the Haynesville Shale similar to the discovery region in Louisiana may exist there.

Our Company entered into a joint area development agreement with American Exploration to jointly develop contiguous acreage comprising the Buena Vista Prospect. In early April, 2010, we, as operator, issued an Authority for Expenditure (AFE) for the Burkley-Phillips No. 1 Well that has now been drilled on the Prospect for the purpose of evaluating the Haynesville Formation (Shale). The AFE estimated the drilling cost to be approximately $8,650,000 and completion cost to be approximately $4,900,000 for a total completed well cost of approximately $13,550,000.

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American Exploration was unable to fund its 20% share of the estimated total well costs of the Burkley-Phillips No. 1 Well. As a result, American Exploration forfeited its right to a 29% working interest in the well and in the Buena Vista Prospect in favor of our Company. American Exploration will continue to be entitled to receive a 20% working interest in the well and the Prospect after completion (subject to compliance by American Exploration with all other terms and conditions of our letter agreement and related joint operating agreement with American Exploration).

We were previously required to pay 72% of the total cost to drill and complete the Burkley-Phillips No. 1 Well, for a 45.9% working interest. Due to American Exploration’s inability to make its contribution in response to the cash call, we will now pay 90% of the total cost of the well to earn a 72% working interest, and Guggenheim Energy Opportunities, LLC (“Guggenheim”) will pay 10% of the total cost to earn an 8% working interest.

Drilling of the Burkley-Phillips No. 1 Well commenced on July 21, 2010 and the well reached the projected total depth of 22,000 feet on December 27, 2010. Production casing was set on the well shortly afterwards, in early January 2011. We engaged Stephen Schubarth, President of Schubarth, Inc., to design and supervise the fracture treatment (“frac”) of the Burkley Phillips No. 1 Well. The Burkley Phillips No. 1 Well was logged by Schlumberger. In addition, a 21-foot core was captured to a depth of 20,415 feet and has since undergone a series of analyses by Corelab that will be used in conjunction with the log results to further evaluate the reservoir and assist in completion design efforts.

Merger Agreement and Termination Thereof

We entered into a Merger Agreement and Plan of Merger with American Exploration Corporation (“American Exploration”) dated as of March 22, 2010, as amended (the “Merger Agreement”), pursuant to which American Exploration would have been merged with and into our Company (the “Merger”), with our Company as the surviving company of the Merger. The Merger Agreement represented our agreement with American Exploration to combine our businesses and ownership of the Buena Vista Prospect.

American previously held an option to acquire interests in certain oil and gas leases (the “Leases”) pursuant to an option agreement (the “Option Purchase Agreement”) with a third party (the “Owner”). American was deemed to be in default of the Option Purchase Agreement. In accordance with the terms and provisions of the Option Purchase Agreement, in the event of a default, American was required to automatically forfeit and transfer the Leases back to the Owner. On December 12, 2011, American transferred, delivered and assigned to the Owner all of American’s interests in and to the Leases. As such, American no longer had the asset base (including the Leases) it previously had to contribute, compromising the merger with our Company.

Based on these events, we determined to mutually agree with American to terminate the Merger Agreement, and effective December 21, 2011, our Company and American entered into a termination agreement. In accordance with the terms and provisions of the termination agreement, our Company and American have agreed to release one another from any further liability as to the performance of the respective party’s duties and obligations under the Merger Agreement.

East Holly Cotton Valley/Hosston Properties- Sale

On November 23, 2011, the Company entered into an Amendment and Restatement of Lease Acquisition Agreement (the “Agreement”), dated effective as of October 1, 2011, with Sklar Exploration Company, LLC (“Sklar”). Pursuant to the Agreement, the Company sold its East Holly Leases in DeSoto Parish, Louisiana (the “Leases”) to Sklar. The Leases represent non-producing acreage, held by production, in all formations above the base of the Cotton Valley formation in the East Holly Field, encompassing 2,640.6 net acres. These Leases had previously been retained by the Company from the Company’s sale of Haynesville Shale assets to EXCO as described above.

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Pursuant to the Agreement, Sklar paid a total purchase price of $609,200 for the Leases, of which $79,200 was paid by Sklar directly to Guggenheim Energy Opportunities Fund, L.P., which held certain rights and interests in the Leases. The remaining $530,000 (representing approximately $200 per net acre) was paid by Sklar directly to a secured creditor of the Company in satisfaction of the Company’s obligation to this creditor and in exchange for the release by the creditor of a lien on the related property. The Company paid a finders’ fee of $31,800 in connection with the disposal of this property, which had a carrying value of $122,000. Revenue of $19,433 was also received on this property during fiscal 2012 resulting in a gain on disposal of $395,633.

Acquisition of Additional Buena Vista Acreage

On April 10, 2012, the Company purchased all rights, title and interest in and to approximately 5,000 net acres of oil and gas leases located in Mississippi (collectively the “Leases”). As consideration for this purchase, the Company issued 25 million shares of its capital stock (on a post-reverse split basis) at a deemed issuance price of $0.25 per share and granted a 5 percent working interest after payback of any wells drilled on the approximate 12,942 net acres held in the Company’s existing Joint Operating Agreement with American Exploration Corporation (“American”).

The Leases were previously held by American by way of the Option Purchase Agreement described above. American was unable to provide reasonable financial consideration acceptable to the owner of the Leases and was deemed to be in default of the provisions of the Option Purchase Agreement and automatically forfeited and transferred to the owner all rights under the Option Purchase Agreement including, but not limited to, the acquired properties, and the owner retained all payments made by American under the Option Purchase Agreement and all improvements made to the acquired properties. On December 12, 2011, American entered into a transfer of oil, gas and mineral leases with the owner (the “Transfer of Leases”), pursuant to which American transferred, delivered and assigned to the owner all of American’s interests in and to those certain Leases.

Oil And Gas Properties

Louisiana

East Holly Field, De Soto Parish

As indicated above, during our fiscal year ended February 29, 2012, we sold our East Holly Field leases.

Mississippi

Buena Vista Prospect

Our Buena Vista leasehold and project is located in the Gulf Coast Salt Basin trend, outside of the core area initially exploited for the Haynesville Shale. Management believes that over-thickened Haynesville Shale deposits can be isolated which are rich in organic carbon, possess superior rock properties and are gas-charged. A deep well drilled on the leases in 1981 confirmed the presence of highly pressured natural gas within an over-thickened Haynesville shale section. The well was drilled to a depth of 22,000 feet, reaching total depth while still within the Haynesville Shale. A poor understanding of shale gas 28 years ago combined with a casing problem in the wellbore, encouraged the operator to plug and abandon the well.

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We have been able to secure a full suite of data from that well/project area which included all geophysical seismic data, well logs, drill cuttings, drilling reports, and related technical information. This information was critical in determining the quality of the gas within the reservoir, the propensity of the Haynesville Shale to produce gas on the leases, as well as the gas in place per section.

A geophysical assessment of the property was commissioned. Seismic lines crossing the property were reprocessed and a detailed interpretation was made by a geophysicist with strong knowledge of the play. A well-defined turtle structure was mapped and the leased acreage which sits squarely on the crest is ideally positioned for gas accumulation. A series of maps were produced which image the reservoir surface as well as other potentially prospective horizons on the property. These maps also assist in better evaluating surrounding acreage.

Rock data (cuttings samples) were viewed and sampled and sent to a rock evaluation lab for testing. Parameters such as mineralogy and geochemistry were measured using x-ray diffraction and rock evaluation pyrolysis. Thin section (microscope slide) work was also conducted to better evaluate rock type, mineral characteristics and porosity styles. This data was then provided to a leading petrophysical group who has experience with the Haynesville Shale to complete a petrophysical analysis (log analysis) of the entire prospective section, which included all of the penetrated the Haynesville Formation.

The results of these extensive studies suggested that the leases of interest contain significant hydrocarbons. Since the Haynesville is so thick in this locale, vertical wells can be used to develop the property, reducing costs and many of the drilling challenges associated with horizontal wellbores.

We entered into a letter agreement with American Exploration effective September 17, 2009, to jointly develop contiguous acreage known as the Buena Vista area located in Jefferson County, Mississippi (see Figure 2 – Location Map). Under our agreement with American Exploration: (i) we and American Exploration each agreed to commit at least 5,000 net acres to the joint development project; (ii) we will be the operator of project; (iii) we agreed to pay 80% of the initial well drilling and completion costs, to earn a 51% working interest in the well and the total joint development project; and (iv) American Exploration agreed to pay 20% of the initial well drilling and completion costs to earn a 49% working interest in the well and the total joint development project. The agreement also contemplates that the future costs of the joint development project, including drilling and completions, will be split in accordance with the respective working interests of the parties.

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Figure 1: Location Map - Buena Vista Prospect Buena Vista Area, Mississippi

Prior to entering into our joint area development agreement with American Exploration, we entered into an option agreement with Westrock Land Corp., a private Texas corporation (“Westrock”), on June 22, 2009, to acquire approximately 8,000 net acres in mineral oil and gas leases located in the Buena Vista area. Under our option agreement with Westrock, we agreed to acquire a 100% working interest and a minimum 75% net revenue interest in the leases upon payment of certain acquisition costs per net mineral acres by August 31, 2009. On September 28, 2009, the option agreement was amended to expand the acreage to include an additional 225 acres, thereby increasing coverage under the option agreement to 8,225 net acres, and to extend the time for closing. At that time, we agreed to advance a payment of $300,000 towards the total purchase price on August 31, 2009. We paid an additional $900,000 towards the purchase price on October 13, 2009, and the final installment of $2,090,060 on November 3, 2009, for a total purchase price of $3,290,060.

We satisfied our obligation under our joint area development agreement with American Exploration to contribute at least 5,000 net acres to the joint development project using the leases we acquired from Westrock. We and American Exploration have contributed 8,225.3 net acres and 5,000 net acres, respectively, of contiguous lands (for a total of approximately 13,225.3 net acres).

In early April, 2010, we, as operator, issued an Authority for Expenditure (AFE) for the Burkley-Phillips No. 1 Well that has now been drilled on the Prospect for the purpose of evaluating the Haynesville Formation (Shale). The AFE estimated the drilling cost to be approximately $8,650,000 and completion cost to be approximately $4,900,000 for a total completed well cost of approximately $13,550,000.

American Exploration was unable to fund its 20% share of the estimated total well costs ($2,710,000) of the Burkley-Phillips No. 1 Well within the 30 day period provided for in the joint development agreement, (the 30 day period expired on April 23, 2010. As a result, American Exploration forfeited its 29% working interest in the well and the Prospect in favor of our Company. We currently hold approximately 18,000 acres in the Buena Vista Prospect. American Exploration will continue to be entitled to receive a 20% working interest in the well and the Prospect after completion (subject to compliance by American Exploration with all other terms and conditions of the Letter Agreement and the related Joint Operating Agreement). If the merger is approved and proceeds as proposed, American Exploration’s 20% working interest in the well and the Prospect after completion will be owned by Mainland Resources, the resultant merged entity.

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Our Company was previously paying 72% of the total cost to drill and complete the Burkley-Phillips No. 1 Well, for a 45.9% working interest. Due to the fact American Exploration did not make its contribution in response to the cash call, Mainland will now pay 90% of the total cost of the well and Guggenheim will pay 10%. Accordingly, the respective working interests of the parties after completion are anticipated to be as follows: Mainland - 72%, American Exploration -20%, and Guggenheim - 8%. This working interest breakdown will apply to the remainder of the leasehold and project area (subject to compliance by American Exploration with all other terms and conditions of the Letter Agreement and the related Joint Operating Agreement).

As discussed below, the earlier Option Agreement with Westrock Land Corp. has been terminated.

Burkley-Phillips No. 1 Well

Extensive historic and proprietary data from a previous well drilled on the Buena Vista, combined with petrochemical analysis reviewed by Mainland’s land and geological teams provided the basis for drilling the Burkley-Phillips No. 1 Well to the deeper Haynesville Formation.

As operator on the Buena Vista Prospect, we issued an Authority for Expenditure (AFE) for the Burkley-Phillips No. 1 Well in early April, 2010, and we engaged RAPAD Drilling & Well Service, Inc., of Jackson, Mississippi, as the drilling contractor. At that time, we deposited an aggregate total of $8.65 million into escrow to be applied to the drilling costs. The escrow funds were comprised of $7.785 million contributed by our Company and $865,000 contributed by Guggenheim.

Drilling commenced on July 21, 2010 and the well reached the projected total depth of 22,000 feet on December 27, 2010. Production casing was set on the well shortly afterwards, in early January 2011. It is the only well drilled in the Buena Vista area testing the Haynesville shale since shale gas has emerged as a major production resource.

As noted above, the AFE estimated the drilling cost to be approximately $8,650,000 and completion cost to be approximately $4,900,000 for a total completed well cost of approximately $13,550,000. Our actual total drilling cost was approximately $10,200,000, and we anticipate that we will incur approximately $5,000,000 in additional post-drilling completion costs.

We captured a 21-foot full core of the Haynesville Shale from the Burkley-Phillips No. 1 Well (taken from 20,415 feet to 20,436 feet measured depth) in early December, 2010, when the well was at a depth of 20,471 feet. The core was transported to the Houston, Texas facilities of Core Laboratories NV’s Core Lab Petroleum Services Division for comprehensive core analysis, with the view to determining potential volumes of gas in place within the matrix, porosity, permeability, gas quality, mineralogy and total organic content.

In late January 2011, we received the results from the first series of core analyses which we believe supports excellent gas potential within the Burkley-Phillips No. 1 Well. The reservoir characteristics observed in the cored interval were found to be consistent with other gas producing shales when compared to an existing dataset of gas producing shales. In addition, an extreme over-pressure was observed in the Burkley-Phillips No. 1 Well, which we expect will lend itself to larger gas recoveries within smaller pore spaces.

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The initial core analysis results also confirmed that mineralogy and total organic carbon percentage measured are within prospective ranges for the shale-dominated reservoir encountered. Porosity, permeability and water saturation values were also calculated. These values were plotted against other known gas producing shale reservoirs, and were used to “fingerprint” the reservoir, allowing our Company to draw direct comparisons with regards to shale gas potential.

We believe that the laboratory measurement of gas filled porosity supports the multiple mud log gas shows we saw while drilling the well through the captured core interval.

The information received from first series of core analyses is being incorporated into a broader assessment coordinated by our Company’s land, geology and management teams. We plan to provide continual reports on further interpretation as additional analyses are completed as part of our Company’s anticipated updates.

As disclosed in our news release dated February 23, 2011, we have engaged Stephen Schubarth, President of Schubarth, Inc., to design and supervise the fracture treatment (“frac”) of the Burkley Phillips No. 1 Well. Mr. Schubarth has nearly 30 years of experience with companies including Halliburton Energy Services, Chevron U.S.A., Inc., and Arco Oil & Gas. His expertise includes production and reservoir engineering, well completion design and production enhancement. Notably, Mr. Schubarth consulted directly with Leor Energy on designing the fracture stimulation for its Amoruso Prospect, which was a very successful Bossier Sand play in East Texas. Leor’s Amoruso Prospect, which has since been sold to a subsidiary of Encana, has several similarities to our Buena Vista Prospect. The gas-bearing reservoir in both areas is within the Late Jurassic period and has a thickness of 2,000 to 3,000 feet. The succession consists of stacked shales and tight sandstones trapped within a very high pressure, high temperature environment. Amoruso has also been developed using vertical wells with a fracture design and treatment expected to be similar to that needed at Buena Vista. Accordingly, we believe that Mr. Schubarth is well-positioned to design and supervise the fracture treatment of our well.

Earlier Option Agreement with Westrock Land Corp. Terminated

We had previously entered into an option agreement with Westrock effective September 3, 2008, to acquire 5,000 net acres in certain other mineral oil and gas leases located in the State of Mississippi. Under the option agreement: (i) our Company was to acquire a 100% working interest and a minimum 75% net revenue interest in the leases; (ii) we paid a $500,000 deposit on September 3, 2008 to secure the option, and agreed to pay certain acquisition costs per net mineral acres by August 31, 2009; and (iii) the balance of the acquisition costs, totalling $2,275,000, were due and payable upon completion, no later than October 15, 2008, of our due diligence investigation of the underlying properties. The option period was ultimately extended to January 20, 2010, pursuant to successive amending agreements executed on each of October 15, 2008, November 30, 2008, April 16, 2009 and June 1, 2009. We paid additional deposits of $250,000, $100,000, $250,000, $100,000 and $100,000, respectively, on October 17, 2008, December 1, 2008, December 29, 2009, April 27, 2009, May 6, 2009 and June 5, 2009, for an aggregate deposit of $1,300,000.

Our Company’s Board of Directors determined that, based on the results of our due diligence investigation of the underlying properties, it was not in the best interests of our Company and its stockholders to proceed with the acquisition and development of the leases covered by our option agreement with Westrock dated September 3, 2008. Therefore, we and Westrock agreed to the termination of the option agreement without any further obligation on the part of either party. In accordance with the terms of our option agreement with Westrock, we forfeited our deposit of $1,300,000.

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Acquisition of Additional Buena Vista Acreage

As indicated above, subsequent to our year ended February 29, 2012, on April 10, 2012, we purchased all rights, title and interest in and to approximately 5,000 net acres of oil and gas leases located in Mississippi (collectively the “Leases”). As consideration for this purchase, the Company issued 25 million shares of its capital stock (on a post-reverse split basis) at a deemed issuance price of $0.25 per share and granted a 5 percent working interest after payback of any wells drilled on the approximate 12,942 net acres held in the Company’s existing Joint Operating Agreement with American Exploration Corporation (“American”).

The Leases were previously held by American by way of an Option Purchase Agreement. American was unable to provide reasonable financial consideration acceptable to the owner of the Leases and was deemed to be in default of the provisions of the Option Purchase Agreement and automatically forfeited and transferred to the owner all rights under the Option Purchase Agreement including, but not limited to, the acquired properties, and the owner retained all payments made by American under the Option Purchase Agreement and all improvements made to the acquired properties. On December 12, 2011, American entered into a transfer of oil, gas and mineral leases with the owner (the “Transfer of Leases”), pursuant to which American transferred, delivered and assigned to the owner all of American’s interests in and to those certain Leases.

Reserves

New SEC Disclosure Requirements

On January 14, 2009, the SEC published the final rules for “Modernization of Oil and Gas Reporting” in the Federal Register, which apply to oil and gas reserves estimates disclosed in registration statements and annual reports containing financial statements for fiscal years ending on or after December 31, 2009. The new disclosure requirements supersede SEC Industry Guide 2 and are consolidated in new Subpart 1200 of Regulation S-K, and include certain revisions and additions to the definition section of Rule 4-10 of Regulation S-X. In addition, the amendments concurrently align the full cost accounting rules with the revised disclosures.

Generally, the new disclosure rules require reporting of oil and gas reserves using a price based on a 12-month unweighted average of the first-day-of-the-month prices rather than year-end prices, and permit the use of new technologies to determine proved reserves if they are demonstrated to result in reliable conclusions about reserve volumes. The new rules also permit disclosure of probable and possible reserves meeting new SEC definitions in SEC filed documents, as well as additional reserve cases showing pricing and cost sensitivities. In addition, an oil and gas company is required to report the independence and qualifications of its reserves preparer or auditor, and to file reports when a third party is relied upon to prepare reserves estimates or engaged to conduct a reserves audit.

As noted above, the modernization disclosure requirements apply to oil and gas reserves estimates disclosed in registration statements and annual reports containing financial statements for fiscal years ending on or after December 31, 2009. This may make comparisons to prior periods difficult.

Internal Controls

Our Company’s senior management, under the supervision of our Board of Directors, is responsible for the preparation of our estimates of reserves. Our reserves are estimated at the property level and compiled for reporting purposes by our external engineers with input from our senior management. Reserves are reviewed and approved internally by our senior management and audit committee. As of our fiscal year ended February 29, 2012, Michael J. Newport, our President and Chief Executive Officer, was the person at our Company primarily responsible for overseeing the preparation of our reserves estimates.

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Our management works closely with our external engineers to ensure the integrity, accuracy and timeliness of data that is furnished to them for their reserve estimation process. We provide our external engineers with pertinent data, such as seismic information, geologic maps, well logs, production tests, material balance calculations, well performance data, operating procedures and relevant economic criteria. We make available all information requested, including our pertinent personnel and consultants, to the external engineers as part of their evaluation of our reserves. Reserve database security is provided by our external engineers, who maintain these databases for us.

As part of the Company’s internal control process, we performed a year-to-year reconciliation. The Company’s senior management determined that there was no need for a look-back analysis due to the Company’s decision to sell the Haynesville Shale asset. At the time the Company negotiated the sale of the asset, we used estimates of remaining reserves to determine fair value.

Qualifications of responsible technical persons

Michael J. Newport

Michael J. Newport, our Company’s President and Chief Executive Officer, has been actively involved in petroleum land management for nearly thirty years, with experience in all phases of oil and gas land management and expertise in acquisitions, operations, divestitures, agreement preparation, negotiations, CAD mapping and broker supervision.

Mr. Newport started his career with Amoco in its New Orleans office in May 1979 where he spent two years. He was actively involved in supervising brokers and writing all forms of land contracts for North and South Louisiana, Mississippi, Alabama and Florida.

In 1981, Mr. Newport became a district landman for Harkins & Company in its Jackson, Mississippi office where he spent four years assembling drilling prospects and all land activities associated with operations in Mississippi, Alabama, Florida and Louisiana. From 1985 to 1989, Mr. Newport was posted to Harkins & Company’s Oklahoma City office where he had the same responsibilities for Oklahoma and Arkansas as well as Mississippi, Alabama, Florida and Louisiana.

Mr. Newport joined Greenhill Petroleum in 1989 in Houston, Texas, where he was the land manager for six years in the Permian Basin Region. In addition to land management activities, Mr. Newport was responsible for acquisitions and divestitures.

After leaving Greenhill, Mr. Newport has spent the last thirteen years managing brokers for West Texas, South Texas, East Texas, Oklahoma and North Louisiana as well as performing all landman management activities for various operators actively drilling and completing wells in these areas.

Mr. Newport received a Bachelor of Business Administration (Finance) degree in June of 1977, a Masters of Business Administration degree in August of 1978, and also completed the required hours for a Petroleum Land Management degree in May, 1979.

We Have No Proved Oil And Natural Gas Reserves

As indicated above, on March 12, 2010, Mainland entered into a purchase and sale agreement for the sale to EXCO Operating Company, LP, a wholly owned subsidiary of Exco Resources, of its interest in the Haynesville Shale portion of the East Holly Field leases, for approximately $28,159,000. This agreement, which closed on April 22, 2010 with an effective date of January 1, 2010, provided for the sale of all of Mainland’s right, title and interest below the base of the Cotton Valley formation in the East Holly Field, Desoto Parish, Louisiana, and included the interests that Mainland then held in the Griffith 11-1 well and the Dehan et al, both of which are located in the East Holly Field.

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As a result of the sale of our interest in the Haynesville Shale portion of the East Holly Field leases, we had no proved oil and natural gas reserves at February 29, 2012, based on the definitions and disclosure guidelines of the SEC contained in Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule, released January 14, 2009 in the Federal Register.

Drilling Activity

Fiscal Year Ended February 29, 2012

There was no drilling activity during the year ended February 29, 2012. Focus was on planning a completion program for the Burkley-Phillips #1 well in the second half of 2012 when the well site is accessible after flood season in Mississippi.

Fiscal Year Ended February 28, 2011

In April 2010, we engaged RAPAD Drilling & Well Service, Inc. to drill the Burkley-Phillips No. 1 well on our Buena Vista Prospect. Drilling commenced on July 21, 2010 and the well reached the projected total depth of 22,000 feet on December 27, 2010. Our total drilling cost was approximately $10,200,000. We have not yet determined whether the well is productive. This will be evaluated when the completion program is conducted in the second half of 2012.

The table below sets forth the results of drilling activities during the periods indicated:

   Years Ended
February 29
2012(1)
February 28,
2011(1)
Gross Gross Gross      Net
Exploratory Wells        
         Productive(2) - -  - -
         Dry - -  - -
Total Exploratory - -  - -
Development Wells - -    
         Productive(1) - -  - -
         Dry - -  - -
Total Development - -  - -
Total Wells - -    
         Productive(1) - -  - -
         Dry - -  - -
Total - -  - -

Notes:

  1.

In April 2010, we engaged RAPAD Drilling & Well Service, Inc. to drill the Burkley-Phillips No. 1 well on our Buena Vista Prospect, which is currently our only drilling project. Drilling commenced on July 21, 2010 and the well reached the projected total depth of 22,000 feet on December 27, 2010. [We engaged in additional post-drilling completion work on the well during the fiscal year ended February 29, 2012. We have not yet determined whether the well is productive pending results of completion program scheduled for second half of 2012

     
  2.

Although a well may be classified as productive upon completion, future changes in oil and natural gas prices, operating costs and production may result in the well becoming uneconomical, particularly exploratory wells where there is no production history.

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Production Information

We had no oil and gas production prior to the fiscal year ended February 28, 2011, and no oil and gas production during the fiscal year ended February 29, 2012.

Net Production, Average Sales Price And Average Production Costs

The table below sets forth the net quantities of gas production (net of all royalties, overriding royalties and production due to others) attributable to us for fiscal years ended February 29, 2012 and February 28, 2011, and the average sales prices, average costs per unit of production.

 

  Year Ended  

East Holly Field (Haynesville Shale),(1)

  February 29,     February 28,  

De Soto Parish, Louisiana

  2012     2011  

Net Production:

           

   Natural Gas (Mcf)

  -     -  

   Natural Gas Equivalent (Mcf)

  -     -  

Average Daily Production (Mcf)

  -     -  

Average Sales Price Per Unit

  -        

   Natural Gas (per Mcf)

$  -   $  -  

   Natural Gas Equivalent (per Mcf)

  -     -  

Average Cost per Mcf

  -        

   Production

  -        

   Direct lifting costs

$  -   $  -  

   Workover and other

  -     -  

   Taxes other than income

  -     -  

   Gathering transportation and other

  -     -  

Note:

1.

On March 12, 2010, we entered into a purchase and sale agreement for the sale to EXCO Operating Company, LP, a wholly owned subsidiary of Exco Resources, of its remaining 40% interest in the Haynesville Shale portion of the East Holly Field leases. This agreement provided for the sale of all of our right, title and interest below the base of the Cotton Valley formation in the East Holly Field. Although the transaction closed on April 22, 2010, it had an effective date of January 1, 2010. We retained all of the rights in all formations above the base of the Cotton Valley formation in the East Holly Field, encompassing 2,255 net acres with an estimated 65 net potential drilling locations, but had no productive oil or natural gas wells on the property or on our Buena Vista Prospect during the fiscal years ended February 28, 2011 and February 29, 2012. We sold our remaining interest in the East Holly Field during our fiscal year ended February 29, 2012.

Productive Wells as of Fiscal Year End

The following table sets forth the number of productive oil and natural gas wells in which we owned an interest as of February 29, 2012, February 28, 2011 and 2010. Shut-in wells currently not capable of production are excluded from producing well information.




Year Ended
February 29,
2012(1)
February 28,
2011(1)
February 28,
2010
Gross(2)          Net(3) Gross(2) Net(3) Gross(2)                  Net(3)
Oil - -                      -              - - -
Natural Gas - -                      -              - 2 0.33
             Total - -                    -              - 2 0.33

Notes:

1.

On March 12, 2010, we entered into a purchase and sale agreement for the sale to EXCO Operating Company, LP, a wholly owned subsidiary of Exco Resources, of its remaining 40% interest in the Haynesville Shale portion of the East Holly Field leases. This agreement, which closed on April 22, 2010 with an effective date of January 1, 2010, provided for the sale of all of our right, title and interest below the base of the Cotton Valley formation in the East Holly Field. We retained all of the rights in all formations above the base of the Cotton Valley formation in the East Holly Field, encompassing 2,021 net acres with an estimated 65 net potential drilling locations, but had no productive oil or natural gas wells on the property or on our Buena Vista Prospect during the fiscal years ended February 28, 2011 and February 29, 2012. We sold our remaining interest in the East Holly Field during our fiscal year ended February 29, 2012.

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2.

A gross well is a well in which a working interest is owned. The number of gross wells is the total number of wells in which a working interest is owned.

   
3.

Net wells represent our working interest share of each well. The term “net” as used in “net production” throughout this document refers to amounts that include only acreage or production that we own and produce to our interest, less royalties and production due to others.

Summary Of Developed And Undeveloped Acreage Interests

We own interests in developed and undeveloped oil and natural gas acreage in Mississippi. Our ownership interests take the form of working interests in oil and natural gas leases that have varying terms. The following table presents a summary of our acreage interests as of February 29, 2012:


Prospect
Developed Acreage(1) Undeveloped Acreage Total Acreage
Gross Net Gross Net Gross Net
Buena Vista – Haynesville/Bossier - - 18,081 17,375 18,081 17,375

Note:

1.

Consists of acres spaced or assignable to productive wells.

As of February 29, 2012, we had 14,084 net acres scheduled to expire by February 28, 2013, if production is not established or we take no other action to extend the terms. We plan to continue the terms of these licenses through operational or administrative actions and do not expect a significant portion of our net acreage position to expire before such actions occur.

We have no gas delivery commitments.

The estimates of quantities of proved and possible reserves above were made in accordance with the definitions contained in SEC Release No. 33-8995, Modernization of Oil and Gas Reporting.

We account for our oil and natural gas producing activities using the full cost method of accounting in accordance with SEC regulations. Accordingly, all costs incurred in the acquisition, exploration, and development of proved oil and natural gas properties, including the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized. All general and administrative corporate costs unrelated to drilling activities are expensed as incurred. Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to proved reserves would significantly change. Depletion of evaluated oil and natural gas properties is computed on the units of production method based on proved reserves. The net capitalized costs of evaluated oil and natural gas properties are subject to a quarterly full cost ceiling test.

Capitalized Costs Relating To Oil And Natural Gas Producing Activities

The following table illustrates the total amount of capitalized costs relating to oil and natural gas producing activities and the total amount of related accumulated depreciation, depletion and amortization:

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          Year Ended        
    February 29,     February 28,     February 28,  
    2012     2011     2010  
          (in thousands)        
   Evaluated oil and natural gas properties $  -   $  -   $  7,916  
   Unevaluated oil and natural gas properties   14,536     14,686     3,534  
    14,536     14,686     11,450  
   Accumulated depletion, depreciation and amortization   -     -     (1,147 )
  $  14,536   $  14,686   $  10,303  
                -  

Competition

We operate in a highly competitive industry, competing with major oil and gas companies, independent producers and institutional and individual investors, which are actively seeking oil and gas properties throughout the world together with the equipment, labor and materials required to operate properties. Most of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to acquire good acreage positions and drill wells to explore for oil and gas, then, if warranted, drill production wells and install production equipment. Competition for the acquisition of oil and gas wells is intense with many oil and gas properties and/or leases or concessions available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable oil and gas wells will be available for acquisition and development.

Government Regulation

The production and sale of oil and gas are subject to various federal, state and local governmental regulations, which may be changed from time to time in response to economic or political conditions and can have a significant impact upon overall operations. Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and pooling of properties, taxation, abandonment and restoration and environmental protection. These laws and regulations are under constant review for amendment or expansion. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.

Regulation Of Oil And Natural Gas Production

Our oil and natural gas exploration, former production and related operations are subject to extensive rules and regulations promulgated by federal, state and local authorities and agencies. Failure to comply with such rules and regulations can result in substantial penalties. The regulatory burden on the oil and natural gas industry increases our cost of doing business and affects our profitability. Although we believe we are in substantial compliance with all applicable laws and regulations, because such rules and regulations are frequently amended or reinterpreted, we are unable to predict the future cost or impact of complying with such laws.

Many states require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration and production of oil and natural gas. Such states also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production from wells, and the regulation of spacing, plugging and abandonment of such wells.

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Federal Regulation Of Natural Gas

The Federal Energy Regulatory Commission (“FERC”) regulates interstate natural gas transportation rates and service conditions, which affect the marketing of natural gas produced by us, as well as the revenues received by us for sales of such production. Since the mid-1980’s, FERC has issued a series of orders that have significantly altered the marketing and transportation of natural gas. These orders mandate a fundamental restructuring of interstate pipeline sales and transportation service, including the unbundling by interstate pipelines of the sale, transportation, storage and other components of the city-gate sales services such pipelines previously performed. One of FERC’s purposes in issuing the orders was to increase competition within all phases of the natural gas industry. Certain aspects of these orders may be modified as a result of various appeals and related proceedings and it is difficult to predict the ultimate impact of the orders on us and others. Generally, the orders eliminate or substantially reduce the interstate pipelines’ traditional role as wholesalers of natural gas in favor of providing only storage and transportation service, and have substantially increased competition and volatility in natural gas markets.

The price, which we may receive for the sale of oil and natural gas liquids, would be affected by the cost of transporting products to markets. FERC has implemented regulations establishing an indexing system for transportation rates for oil pipelines, which, generally, would index such rates to inflation, subject to certain conditions and limitations. We are not able to predict with certainty the effect, if any, of these regulations on any future operations. However, the regulations may increase transportation costs or reduce wellhead prices for oil and natural gas liquids.

Environmental Matters

Our operations and properties have been and will be subject to extensive and changing federal, state and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. The recent trend in environmental legislation and regulation generally is toward stricter standards, and this trend will likely continue. These laws and regulations may (i) require the acquisition of a permit or other authorization before construction or drilling commences and for certain other activities; (ii) limit or prohibit construction, drilling and other activities on certain lands lying within wilderness and other protected areas; and (iii) impose substantial liabilities for pollution resulting from our operations. The permits required for several of our operations are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power to enforce their regulations, and violations are subject to fines or injunctions, or both. In the opinion of management, we are in substantial compliance with current applicable environmental laws and regulations, and we have no material commitments for capital expenditures to comply with existing environmental requirements. Nevertheless, changes in existing environmental laws and regulations or in interpretations thereof could have a significant impact on our business operations, as well as the oil and natural gas industry in general.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCL”) and comparable state statutes impose strict, joint and several liabilities on owners and operators of sites and on persons who disposed of or arranged for the disposal of “hazardous substances” found at such sites. It is not uncommon for the neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes govern the disposal of “solid waste” and “hazardous waste” and authorize the imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from its definition of “hazardous substance,” state laws affecting our operations impose clean-up liability relating to petroleum and petroleum related products. In addition, although RCRA classifies certain oil field wastes as “non-hazardous,” such exploration and production wastes could be reclassified as a hazardous wastes, thereby making such wastes subject to more stringent handling and disposal requirements.

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We intend to acquire leasehold interests in properties that for many years have produced oil and natural gas. Although the previous owners of these interests may have used operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have been disposed of or released on or under the properties. In addition, some of our properties may be operated in the future by third parties over which we have no control. Notwithstanding our lack of control over properties operated by others, the failure of the operator to comply with applicable environmental regulations may, in certain circumstances, adversely impact our business operations.

The National Environmental Policy Act (“NEPA”) is applicable to many of our planned activities and operations. NEPA is a broad procedural statute intended to ensure that federal agencies consider the environmental impact of their actions by requiring such agencies to prepare environmental impact statements (“EIS”) in connection with all federal activities that significantly affect the environment. Although NEPA is a procedural statute only applicable to the federal government, a portion of our properties may be acreage located on federal land. The Bureau of Land Management’s issuance of drilling permits and the Secretary of the Interior’s approval of plans of operation and lease agreements all constitute federal action within the scope of NEPA. Consequently, unless the responsible agency determines that our drilling activities will not materially impact the environment, the responsible agency will be required to prepare an EIS in conjunction with the issuance of any permit or approval.

The Endangered Species Act (“ESA”) seeks to ensure that activities do not jeopardize endangered or threatened animals, fish and plant species, nor destroy or modify the critical habitat of such species. Under ESA, exploration and production operation, as well as actions by federal agencies, may not significantly impair or jeopardize the species or their habitat. ESA provides for criminal penalties for wilful violations of the Act. Other statutes that provide protection to animal and plant species and that may apply to our operations include, but are not necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the Migratory Bird Treaty Act and the National Historic Preservation Act. Although we believe that our operations are in substantial compliance with such statutes, any change in these statutes or any reclassification of a species as endangered could subject us to significant expense to modify our operations or could force to discontinue certain operations altogether.

Management believes that we are in substantial compliance with current applicable environmental laws and regulations.

Research And Development Activities

No research and development expenditures have been incurred, either on our account or sponsored by customers, to the date of our inception.

Employees

We do not employ any persons on a full-time or on a part-time basis. Michael J. Newport is our President/Chief Executive Officer, William D. Thomas is our Chief Financial Officer, Secretary and Treasurer and Peter Wilson is our Vice President of Business Development. These individuals are primarily responsible for all of our day-to-day operations. Our executive officers are retained and compensated in accordance with the terms and provisions of certain written and verbal consultant agreements. Other services are provided by outsourcing and consultant and special purpose contracts.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors.” Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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We are an exploration stage company and have generated limited revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

Risks Related to our Company

We have a history of operating losses and there can be no assurance we will be profitable in the future.

We are an exploration stage oil and gas company with a history of operating losses. We expect to continue to incur losses in the foreseeable future, and may never be profitable. Although our Company has realized revenues in prior operations, as of February 29, 2012, we have an accumulated deficit during the exploration stage of $(14,167,011). Further, we sold our interest in the East Holly Field leases, and we no longer have interests in any producing oil and gas properties. Accordingly, we do not expect positive cash flow from operations in the foreseeable future.

Our Company’s continuation as a going concern is dependent upon our ability to fund ongoing operations, carry out our business plan, and ultimately to attain profitable operations, all of which is uncertain.

Our Company’s continuation as a going concern is dependent upon our ability to fund ongoing operations, carry out our business plan and ultimately to attain profitable operations, all of which is uncertain. Our audited financial statements for the year ended February 29, 2012 contain additional note disclosures to this effect, and the audited financial statements do not include any adjustments that might result from the outcome of this uncertainty. In addition, the report of our Company’s independent registered public accounting firm accompanying our audited financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected.

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We will need to raise additional financing to complete further exploration activities.

We sold our remaining 40% interest in the Haynesville Shale portion of the East Holly Field leases for $28,159,604 on April 22, 2010, with an effective date of January 1, 2010. To date, we have applied the net proceeds to (a) fund the drilling of the Burkley-Phillips No. 1 Well on the Buena Vista prospect in Mississippi; and (b) to retire our debt to Guggenheim. On November 23, 2011, we entered into an Amendment and Restatement of Lease Acquisition Agreement (the “Agreement”), dated effective as of October 1, 2011, with Sklar Exploration Company, LLC (“Sklar”). Pursuant to the Agreement, we sold our East Holly Leases in DeSoto Parish, Louisiana (the “Leases”) to Sklar. Pursuant to the Agreement, Sklar paid a total purchase price of $609,200 for the Leases, of which $79,200 was paid by Sklar directly to Guggenheim Energy Opportunities Fund, L.P., which held certain rights and interests in the Leases. The remaining $530,000 was paid by Sklar directly to a secured creditor of the Company in satisfaction of the Company’s obligation to this creditor and in exchange for the release by the creditor of a lien on the related property.

Additional funding will be required to complete our 2012 operations program. We anticipate that we will receive this funding from a variety of methods, including private placements, equity funding, entering into joint venture transactions with third parties, mezzanine financing and cash flows from successful wells (if any).

Furthermore, if the results of our initial exploratory drilling activities on the Buena Vista Prospect justify further work on the properties, we will require significant additional financing in order to continue our exploration activities and, if warranted, to undertake any development activities. Our exploration and development of, and participation in, what could evolve into an increasing number of oil and gas prospects may require substantial capital expenditures.

There can be no assurance that we will be successful in our efforts to raise these required funds, or on terms satisfactory to us. The continued exploration of our oil and gas properties, and the development of our business, will depend upon our ability to establish the commercial viability of our oil and gas properties, to develop cash flow from operations, and ultimately to achieve profitability, none of which can be assured.

We believe that debt financing will not be available to us, and that we will have to continue to rely on equity financing, the availability of which cannot be assured or, if available, may result in substantial dilution to our existing stockholders. Alternatively, we may be required to finance additional exploration work and, if merited, future development work on our oil and gas properties by offering interests in such properties to one or more third parties, on an earn-in basis.

We presently believe that debt financing (including project financing) will not be available to us as all of our properties are in the early exploration stage. Accordingly, we will have to continue to rely on equity financing, the availability of which cannot be assured or, if available, may result in substantial dilution to our existing stockholders. If equity financing is not available on terms that are satisfactory to us, we may be required to finance additional exploration work and, if merited, future development work on our oil and gas properties by offering interests in such properties to one or more third parties, on an earn-in basis.

If we are unable to obtain additional financing when it is required, we will not be able to continue our exploration activities and our assessment of the commercial viability of our oil and gas properties. Further, if we are able to establish that development of our oil and gas properties is commercially viable, our inability to raise additional financing at that stage would result in our inability to place our oil and gas properties into production and recover our investment.

19


Exploration expenditures are difficult to predict, and there is no assurance that our actual cash requirements will not exceed our estimates.

There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that (i) post-drilling completion costs for the Burkley-Phillips No. 1 Well on the Buena Vista Prospect increase beyond our expectations; or (ii) we encounter greater costs associated with general and administrative expenses or securities offering costs.

As our oil and gas properties do not contain any proved reserves, we may not discover commercially exploitable quantities of oil or gas on our properties that would enable us to enter into commercial production, achieve revenues and recover the money we spend on exploration.

Our existing properties do not contain any proved reserves in accordance with the definitions adopted by the SEC and there is no assurance that any exploration program that we carry out will establish reserves. There is a substantial risk that our exploration activities will not result in discoveries of commercially recoverable reserves of oil or gas. Any determination that any of our properties contain commercially recoverable quantities of oil or gas may not be reached until such time that final comprehensive feasibility studies have been concluded establishing that a potential reserve is likely to be economic. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that any of our oil and gas properties can be commercially developed.

Our exploration and development activities on our oil and gas properties may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.

Our long-term success depends on our ability to establish commercially recoverable quantities of oil and natural gas on our properties that can then be developed into commercially viable operations. Oil and gas exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labour. The success of oil and gas exploration is determined in part by the following factors:

  • identification of potential oil and natural gas reserves based on superficial analysis;
  • availability of government-granted exploration permits;
  • the quality of management and geological and technical expertise; and
  • the capital available for exploration.

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop processes to extract oil and gas, and to develop the drilling and processing facilities and infrastructure at any chosen site. Whether an oil and gas reserve will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the reserve; oil and natural gas prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of oil and gas and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any oil or gas reserves in sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable reserves of oil or natural gas on our property.

20


There is no guarantee that the potential drilling locations we have or acquire in the future will ever produce natural gas or oil, which could have a material adverse effect upon our results of operations.

Prospects that we decide to drill may not yield natural gas or oil in commercially viable quantities. Our prospects are in the stage of preliminary evaluation and assessment. We have drilled the Burkley-Phillips No. 1 Well on the Buena Vista prospect in Mississippi and drilling was finished in December 2010. However, the use of seismic data, historical drilling logs, offsetting well information, and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling and testing whether natural gas or oil will be present or, if present, whether natural gas or oil will be present in sufficient quantities or quality to recover drilling or completion costs or to be economically viable.

Although extensive historic and proprietary data from a previous well drilled on the Buena Vista, combined with petrochemical analysis reviewed by our Company’s land and geological teams have provided the basis for drilling the Burkley-Phillips No. 1 Well to the deeper Haynesville Formation, it is the only well drilled in the Buena Vista area testing the Haynesville shale since shale gas has emerged as a major production resource. Similarly, although five recent wells drilled by the original operator through the Hosston and Cotton Valley zones to the Haynesville Formation on the East Holly Prospect calculate as productive, the wells that we are planning to drill in the Hosston and Cotton Valley formations will be exploratory in nature and intended to evaluate the gas production value of these formations.

There can be no assurance that our current or planned drilling activities will be successful, and we may not recover all or any portion of our capital investment in the wells or the underlying leaseholds. Unsuccessful drilling activities would have a material adverse effect upon our results of operations and financial condition. The cost of drilling, completing, and operating wells is often uncertain, and a number of factors can delay or prevent drilling operations including: (i) unexpected drilling conditions; (ii) pressure or irregularities in geological formations; (iii) equipment failures or accidents; (iv) adverse weather conditions; and (iv) shortages or delays in availability of drilling rigs and delivery of equipment.

Our business is difficult to evaluate because we have a limited operating history.

In considering whether to invest in our common stock, you should consider that there is only limited historical financial and operating information available on which to base your evaluation of our performance. Our inception was May 12, 2006 and, as a result, we have a limited operating history.

We are a new entrant into the oil and gas exploration and development industry without profitable operating history.

Initially, our activities were limited to organizational efforts, obtaining working capital and acquiring and developing a very limited number of mineral properties. Subsequently, we changed our business strategy from mineral exploration to oil and gas exploration. As a result, there is limited information regarding our oil and gas property related production potential or revenue generation potential.

The business of oil and gas exploration and development is subject to many risks and if oil and natural gas is found in economic production quantities, the potential profitability of future possible oil and gas ventures depends upon factors beyond our control. The potential profitability of oil and natural gas properties if economic quantities are found is dependent upon many factors and risks beyond our control, including, but not limited to: (i) unanticipated ground conditions; (ii) geological problems; (iii) drilling and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected reserve quantities; (vi) accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) labor disputes; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or drilling to operate in accordance with specifications or expectations.

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As part of our growth strategy, we intend to acquire additional oil and gas properties.

As part of our growth strategy, we intend to acquire additional oil and gas production properties. Current and subsequent acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce revenues at anticipated levels or failure to conduct drilling on prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Further, acquisitions could disrupt ongoing business operations. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.

We may be unable to identify liabilities associated with the property or obtain protection from sellers against them.

One of our growth strategies is to capitalize on opportunistic acquisitions of oil and natural gas reserves. However, our review of our current acquired property is inherently incomplete because it generally is not feasible to review in depth every individual property involved in each acquisition. A detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Further, environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. We may not be able to obtain indemnification or other protections from the sellers against such potential liabilities, which, if realized, would have a material adverse effect upon our results of operations.

The potential profitability of oil and gas ventures depends upon global political and market related factors beyond our control.

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. The potential profitability of oil and gas properties is dependent on these and other factors beyond our control. These factors may materially affect our financial performance if we are successful in our exploration activities and ultimately place any oil or gas wells into production, and, in the near term, may impact on our ability to raise financing for our exploration activities.

Production of oil and gas resources, if found, are dependent on numerous operational uncertainties specific to the area of the resource that affects its profitability.

If we are successful in our exploration activities and ultimately place any oil or gas wells into production, the production area specifics will affect profitability. Adverse weather conditions can hinder drilling operations and ongoing production work. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. Production and treatments on other wells in the area can have either a positive or negative effect on our production and wells. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The content of hydrocarbons is subject to change over the life of producing wells. The marketability of oil and gas from any specific reserve which may be acquired or discovered will be affected by numerous factors beyond our control. These factors include, but are not limited to, the proximity and capacity of oil and gas pipelines, availability of room in the pipelines to accommodate additional production, processing and production equipment operating costs and equipment efficiency, market fluctuations of prices and oil and gas marketing relationships, local and state taxes, mineral owner and other royalties, land tenure, lease bonus costs and lease damage costs, allowable production, and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in us not receiving an adequate return on our invested capital.

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If production results from operations, we will be dependent upon transportation and storage services provided by third parties.

If we are successful in our exploration activities and ultimately place any oil or gas wells into production, we will be dependent on the transportation and storage services offered by various interstate and intrastate pipeline companies for the delivery and sale of our gas supplies. Both the performance of transportation and storage services by interstate pipelines and the rates charged for such services are subject to the jurisdiction of the Federal Energy Regulatory Commission or state regulatory agencies. An inability to obtain transportation and/or storage services at competitive rates could hinder our processing and marketing operations and/or affect our sales margins.

Our results of operations will be dependent upon market prices for oil and gas, which fluctuate widely and are beyond our control.

If we are successful in our exploration activities and ultimately place any oil or gas wells into production, the production area specifics will affect profitability, our revenue, profitability, and cash flow will depend upon the prices and demand for oil and natural gas. The markets for these commodities are very volatile and even relatively modest drops in prices can significantly affect our financial results and impede our growth. Prices received also will affect the amount of future cash flow available for capital expenditures and may affect our ability to raise additional capital. Lower prices may also affect the amount of natural gas and oil that can be economically produced from reserves either discovered or acquired. Factors that can cause price fluctuations include: (i) the level of consumer product demand; (ii) domestic and foreign governmental regulations; (iii) the price and availability of alternative fuels; (iv) technical advances affecting energy consumption; (v) proximity and capacity of oil and gas pipelines and other transportation facilities; (vi) political conditions in natural gas and oil producing regions; (vii) the domestic and foreign supply of natural gas and oil; (viii) the ability of members of Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls; (ix) the price of foreign imports; and (x) overall domestic and global economic conditions.

The availability of a ready market for our oil and gas, if any, will depend upon numerous factors beyond our control, including the extent of domestic production and importation of oil and gas, the relative status of the domestic and international economies, the proximity of our properties to oil and gas gathering systems, the capacity of those systems, the marketing of other competitive fuels, fluctuations in seasonal demand and governmental regulation of production, refining, transportation and pricing of oil, natural gas and other fuels.

The oil and gas industry in which we operate involves many industry related operating and implementation risks that can cause substantial losses, including, but not limited to, unproductive wells, natural disasters, facility and equipment problems and environmental hazards.

Our drilling activities are subject to many risks, including the risk that we will not discover commercially productive reservoirs. Drilling for oil and natural gas can be unprofitable, not only from dry holes, but from productive wells that do not produce sufficient revenues to return a profit. In addition, our drilling and producing operations may be curtailed, delayed or cancelled as a result of other drilling and production, weather and natural disaster, equipment and service failure, environmental and regulatory, and site specific related factors, including but not limited to: (i) fires; (ii) explosions; (iii) blow-outs and surface cratering; (iv) uncontrollable flows of underground natural gas, oil, or formation water; (v) natural disasters; (vi) facility and equipment failures; (vii) title problems; (viii) shortages or delivery delays of equipment and services; (ix) abnormal pressure formations; and (x) environmental hazards such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases.

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If any of these events occur, we could incur substantial losses as a result of: (i) injury or loss of life; (ii) severe damage to and destruction of property, natural resources or equipment; (iii) pollution and other environmental damage; (iv) clean-up responsibilities; (v) regulatory investigation and penalties; (vi) suspension of our operations; or (vii) repairs necessary to resume operations.

If we were to experience any of these problems, it could affect well bores, gathering systems and processing facilities, any one of which could adversely affect our ability to conduct operations. We may be affected by any of these events more than larger companies, since we have limited working capital.

The oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring leases.

The oil and natural gas industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce oil and natural gas, but also carry on refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive oil and natural gas properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low oil and natural gas market prices. Our larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties.

Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our business operations.

Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend material amounts on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.

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In general, our exploration activities are, and any future production activities will be, subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

We believe that our existing operations comply, in all material respects, with all applicable environmental regulations.

We do not insure against all risks, and we may be unable to obtain or maintain insurance to cover the risks associated with our operations at economically feasible premiums. Losses from an uninsured event may cause us to incur significant costs that could have a material adverse effect upon our financial condition.

Our insurance will not cover all the potential risks associated with the operations of an exploration stage oil and gas company. We may also be unable to obtain or maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, we expect that insurance against risks such as environmental pollution or other hazards as a result of exploration and production may be prohibitively expensive to obtain for a company of our size and financial means. We might also become subject to liability for pollution or other hazards for which insurance may not be available or for which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial condition, results of operations and cash flows.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitability.

We may be unable to retain key employees or consultants or recruit additional qualified personnel.

Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Due to our limited operating history and financial resources, we are entirely dependent on the continued service of Michael J. Newport, our President and Chief Executive Officer, and William D. Thomas, our Chief Financial Officer. Further, we do not have key man life insurance on any of these individuals. We may not have the financial resources to hire a replacement if one or all of our officers were to die. The loss of service of any of these officers could therefore significantly and adversely affect our operations.

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Our officers and directors may be subject to conflicts of interest.

Our officers and directors serve only part time and are subject to conflicts of interest. Each devotes part of his working time to other business endeavours, including consulting relationships with other entities, and has responsibilities to these other entities. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of these relationships, our officers and directors will be subject to conflicts of interest. We have adopted a Code of Conduct for our officers and directors that includes provisions designed to address such conflicts of interest.

Nevada law and our articles of incorporation may protect our directors from certain types of lawsuits.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Risks Related to our Common Stock

We have not paid any dividends and do not foresee paying dividends in the future.

Payment of dividends on our common stock is within the discretion of our board of directors and will depend upon our future earnings (if any), our capital requirements, financial condition and other relevant factors. We do not currently anticipate declaring any dividends in the foreseeable future.

The market price of our common shares is relatively volatile and could cause investor loss. An investor should not consider an investment in our stock unless the investor is capable of sustaining an economic loss of the entire investment.

The market price of a publicly traded stock, especially a resource issuer whose shares are quoted on the OTC Bulletin Board like our Company, is affected by many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of market for resource stocks, the strength of the economy, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of our common shares suggests our shares will continue to be volatile. Therefore, investors could suffer significant losses if the price of our shares is depressed or the market is illiquid when an investor seeks liquidity and needs to sell our shares. Our securities are highly speculative, and an investor should not consider an investment in its stock unless the investor is capable of sustaining an economic loss of the entire investment.

Our common stock is subject to the “penny stock rules” of the SEC, which makes transactions in our common stock cumbersome and may reduce the value of an investment in its common stock.

Our common stock is currently quoted on the OTC Bulletin Board, which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in conducting trades and obtaining future financing. Further, our securities are subject to the “penny stock rules” adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended. The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade “penny stock” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stock” because of the requirements of the “penny stock rules” and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market for its securities. Because our securities are subject to the “penny stock rules”, investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We lease our principal office space located at 21 Waterway Avenue, Suite 300, The Woodlands, Texas 77380, at a rental cost of approximately $2,400 monthly. The lease may be cancelled at any time with a thirty day notice.

The oil and gas properties in which we have an interest are described above under “Item 1. Business.”

ITEM 3. LEGAL PROCEEDINGS

Except as disclosed below, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this annual report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

A complaint was filed in the second judicial district court in Washoe County, Nevada by Avasha Group, Ltd. (“Avasha”) on November 18, 2009 (such complaint as amended November 23, 2009) against the Company and certain other unnamed defendants. Avasha alleges that on or about April 21, 2008, Avasha entered into a private placement subscription agreement with the Company to purchase 500,000 units from the Company (on a pre-reverse split basis, with each unit consisting of one share of the Company’s common stock and one-half of one stock purchase warrant, together, the “Securities”) for a total purchase price of $500,000. Avasha alleges that it paid such purchase price to the Company but the Securities were not delivered to Avasha. Avasha alleges that it is entitled to delivery of such Securities, as adjusted to take into account subsequent stock split(s) by the Company. Mainland believes that this claim is without merit and intends to vigorously defend this matter. There has been no change in the status of this matter during the period covered by this report.

On June 2, 2011, R&R Rentals and Hotshot, Inc. filed a suit against the Company in the County Court of the Second Judicial District of Jones County, Mississippi, alleging that the Company owed Hotshot the principal sum of $73,500 and $24,500 as attorney fees and interest from and after January 1, 2011, in connection with services and equipment provided by Hotshot to the Company. Hotshot filed a motion for summary judgment regarding this matter on July 26, 2011. On October 11, 2011, the court entered a judgment in favor of Hotshot for the principal sum of $73,500, attorneys’ fees of $2,500, and interest on the principal amount of 4% per year from January 1, 2011.

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On July 29, 2011, Frank’s Casing Crew & Rental Tools, Inc. filed a complaint against the Company in the County Court of Jones County, Mississippi, First Judicial District, alleging that the Company owed Frank’s Casing $42,454 for services rendered under an oral material and services contract, together with interest thereon at a rate of 1% per month since March 11, 2011. The parties agreed to a settlement of this matter, and on November 2, 2011, the court issued a Consent Order pursuant to which the Company is required to pay the plaintiff $43,454 on or before December 2, 2011. As of January 16, 2012, the Company had not made this payment. The Consent Order provides that in the event the Company does not pay such amount by December 2, 2011, the settlement agreement between the parties shall be rescinded and the plaintiff’s attorney shall submit and affidavit of such fact to the court, upon which the court shall enter a final judgment against the Company in the amount of $42,454, together with interest thereon at the rate of 10% per annum from April 6, 2011, and attorney’s fees in the amount of 25% of the final judgment amount, together with interest thereon in the amount provided by law from the date such final judgment is entered.

On August 26, 2011, Richard E. Johnson, Inc. filed a complaint against the Company in the Circuit Court of Jefferson County, Mississippi, alleging that the Company owed Johnson $97,464 for purchases of fuel by the Company from Johnson. Johnson has also alleged that it is entitled to unspecified interest and attorneys fees.

In addition, in June and July 2011, five (5) liens were filed in the real property records of Jefferson County, Mississippi, against the Company’s Buena Vista project relating to alleged payments owed by the Company to five creditors in an aggregate amount of approximately $1,155,000.

On July 21, 2011, Baker Hughes Oilfield Operations, Inc., Baker Oil Tools and Baker Hughes INTEQ (collectively referred to as “Baker Hughes”), filed a complaint against the Company in the Circuit Court of Jefferson County, Mississippi, alleging that the Company owed Baker Hughes $306,054.10 for the provision of oilfield materials and related services to the Company from October 2010 through January 2011 for the Burkley-Phillips Well No. 1 and its 1280-acre unit located in Jefferson County, Mississippi (the well and said unit collectively referred to as the “Property”). On November 20, 2011, Baker Hughes filed a motion for summary judgment. In January 2012, the court granted the plaintiffs’ motion for summary judgment and entered a judgment for Baker Hughes against the Company in the total amount of $379,975.79 (consisting of $306,054.10 in principal amount due, pre-judgment interest in the amount of $23,713.29, attorney’s fees of $50,000 and other costs of $208.40) . The judgment shall bear post-judgment interest at a rate of 8% per year until paid, and the Property is subject to a statutory lien that is enforceable toward the satisfaction of the judgment.

On November 10, 2011, Smith International, Inc. (“Smith”) filed a complaint against the Company in the District Court of Harris County, Texas, alleging that the Company owed Smith $16,462.89 for services rendered by Smith. On May 4, 2012, Smith and the Company agreed to a judgment against the Company for services rendered in the total amount of $22,131.98 (consisting of $16,462.89 in principal amount due, pre-judgment interest in the amount of $1,169.09 and attorney’s fees in the amount of $4,500). The judgment shall bear post-judgment interest at a rate of 6% per year until paid and there are contingent attorneys’ fees in the event of an appeal in the amount of $7,500 for an appeal to the Court of Appeals and an additional $7,500 in the event that the Company further appeals to the Supreme Court of Texas.

On October 25, 2011, Weathorford International, Inc. (“Weathorford”) filed a complaint against the Company in the District Court of Harris County, Texas, alleging that the Company owed Weathorford $141,784.82 for services rendered by Weathorford. On May 4, 2012, Weathorford and the Company agreed to a judgment against the Company for services rendered in the total amount of $157,588.14 (consisting of $141,784.82 in principal amount due, pre-judgment interest in the amount of $10,803.32 and attorney’s fees in the amount of $5,000). The judgment shall bear post-judgment interest at a rate of 6% per year until paid and there are contingent attorneys’ fees in the event of an appeal in the amount of $7,500 for an appeal to the Court of Appeals and an additional $7,500 in the event that the Company further appeals to the Supreme Court of Texas.

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On May 23, 2012, Quality Drilling Fluids, Inc. (“Quality Drilling”) filed a complaint against the Company in the U.S. District Court for the Southern District of Mississippi, alleging that the Company owed Quality Drilling $659,433.57 for provision of various muds and chemicals used in the drilling of the Burkley-Phillips #1 well. Quality Drilling has alleged that it is entitled to unspecified interest and attorney’s fees. The litigation is pending as of the date of this report.

On May 29, 2012, Rig Managers, Inc. (“Rig Managers”) filed a complaint against the Company in the Circuit Court of Jefferson County, Mississippi, alleging that the Company owed Rig Managers $54,763.39 for services including supervision of drilling activities during the drilling of the Burkley-Phillips #1 well. Rig Managers has alleged that it is entitled to unspecified interest and attorney’s fees. The litigation is pending as of the date of this report.

ITEM 4. (Removed and Reserved)

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol “MNLU:OB” on approximately May 24, 2006. The market for our common stock is limited, and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated, adjusted to give retroactive effect to stock splits. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

Quarter Ended   High Bid(1)   Low Bid(1)
February 29, 2012   $2.00   $0.46
November 30, 2011   $3.49   $0.82
August 31, 2011   $4.00   $1.70
May 31, 2011   $8.00   $2.80
February 28, 2011   $10.00   $4.70
November 30, 2010   $5.50   $2.80
August 31, 2010   $8.40   $3.70
May 31, 2010   $16.10   $7.10

Note:

  1.

Prices adjusted to reflect the Company’s 1:10 reverse stock split completed on March 23, 2012.

As of June 13, 2012, we had approximately thirteen shareholders of record, which does not include shareholders whose shares are held in street or nominee names.

Dividend Policy

No dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not indicate the intention of paying cash dividends either on our common stock in the foreseeable future.

Forward Stock Splits

March 2008 Forward Stock Split

On February 25, 2008, our Board of Directors, pursuant to minutes of written consent in lieu of a special meeting, authorized and approved a twenty for one (20:1) forward stock split. This forward split was effectuated on March 11, 2008 upon filing the appropriate documentation with the Financial Industry Regulatory Authority, Inc. This forward split increased the issued and outstanding shares of common stock from 1,120,500 to 22,410,000 shares of common stock. Pursuant to Nevada corporate law, at the time of the forward split of our issued and outstanding stock, our authorized share capital was also increased on a 20:1 basis from 10,000,000 shares of common stock to 200,000,000 shares of common stock, with a par value remaining unchanged at $0.0001 per share.

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May 2008 Forward Stock Split

On May 12, 2008, our Board of Directors, pursuant to minutes of written consent in lieu of a special meeting, authorized and approved a one-and-one-half for one (1.5:1) forward stock split. This forward split was effectuated on May 29, 2008 upon filing the appropriate documentation with the Financial Industry Regulatory Authority, Inc. This forward split increased our issued and outstanding shares of common stock from 26,410,000 to 39,615,000 shares of common stock. At the time the Company effected this forward split, due to an administrative oversight, a Certificate of Change to effect a simultaneous 1.5:1 increase of the Company’s authorized common stock was not filed with the Nevada Secretary of State. The Company has rectified this administrative oversight by filing a Certificate of Change with the Nevada Secretary of State to effect, as of May 26, 2010, the 1.5:1 increase of the Company’s authorized common stock.

July 2009 Forward Stock Split

On June 12, 2009, our Board of Directors, pursuant to minutes of written consent in lieu of a special meeting, authorized and approved a two for one (2:1) forward stock split. This forward split was effectuated on July 13, 2009 upon filing the appropriate documentation with the Financial Industry Regulatory Authority, Inc. This forward split increased the issued and outstanding shares of common stock from 40,484,751 to 80,969,502 shares of common stock. Pursuant to Nevada corporate law, at the time of the forward split of our issued and outstanding stock, our authorized share capital was also increased on a 2:1 basis.

As a result of these forward splits and increases of our authorized share capital, as of our fiscal year ended February 29, 2012, our authorized share capital was 600,000,000 shares of common stock, with a par value of $0.0001 per share.

Reverse Stock Split

On February 17, 2012, our Board of Directors, pursuant to minutes of written consent in lieu of a special meeting, authorized and approved a one for ten (1:10) reverse stock split. This reverse split was effectuated on March 23, 2012 upon filing the appropriate documentation with the Financial Industry Regulatory Authority, Inc. and was effective under Nevada corporate law as of March 7, 2012. This forward split reduced the issued and outstanding shares of common stock from 80,969,502 to 8,096,950 shares of common stock. Pursuant to Nevada corporate law, at the time of the reverse split of our issued and outstanding stock, our authorized share capital was also decreased on a 1:10 basis.

As a result of this reverse stock split and decrease of our authorized share capital, as of March 23, 2012 our authorized share capital is 60,000,000 shares of common stock, with a par value of $0.0001 per share.

Securities Authorized For Issuance Under Compensation Plans

We have one equity compensation plan, the Mainland Resources Inc. 2008 Stock Option Plan (the “2008 Plan”). The table set forth below presents information relating to our equity compensation plans as of February 29, 2012:

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    Number of        
    Securities to be   Weighted-Aver    
    Issued upon   age Exercise    
    Exercise of   Price of  

 Number of Securities

    Outstanding   Outstanding   Remaining Available for
    Options,   Options,   Future Issuance Under
    Warrants and   Warrants and   Equity Compensation Plans
    Rights   Rights   (Excluding Column (A))
Plan Category   (A)   (B)   (C)
             

Equity Compensation Plans Approved by Securityholders:

  -0-   -0-  

 

           

Equity Compensation Plans Not Approved by Securityholders:

     

 

           

2008 Stock Option Plan

  1,360,000   $10.20   140,000

 

           

Total:

  1,360,000      $10.20   140,000

2008 Stock Option Plan

On April 7, 2008, our Board of Directors ratified, approved and adopted a Stock Option Plan for the Company allowing for the grant of up to 440,000 options to acquire common shares with terms of up to 10 years. Subsequently, our Board of Directors ratified, approved and amended the Stock Option Plan increasing the allowable grant as follows: to 760,000 options effective July 9, 2008, to 1,200,000 options effective September 22, 2009 and to 1,500,000 options effective March 22, 2010.

The purpose of the 2008 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

The 2008 Plan is to be administered by our Board of Directors or a committee appointed by and consisting of one or more members of the Board of Directors, which shall determine (i) the persons to be granted Stock Options under the 2008 Plan; (ii) the number of shares subject to each option, the exercise price of each Stock Option; and (iii) whether the Stock Option shall be exercisable at any time during the option period up to ten (10) years or whether the Stock Option shall be exercisable in instalments or by vesting only. At the time a Stock Option is granted under the 2008 Plan, the Board of Directors shall fix and determine the exercise price at which shares of our common stock may be acquired.

In the event an optionee ceases to be employed by or to provide services to us for reasons other than cause, retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to ninety (90) calendar days after the effective date that his position ceases, and after such 90-day period any unexercised Stock Option shall expire. In the event an optionee ceases to be employed by or to provide services to us for reasons of retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to one-year after the effective date that his position ceases, and after such one-year period any unexercised Stock Option shall expire.

No Stock Options granted under the Stock Option Plan will be transferable by the optionee, and each Stock Option will be exercisable during the lifetime of the optionee subject to the option period up to ten (10) years or limitations described above. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one (1) year of his death or such longer period as the Board of Directors may determine.

32


The exercise price of a Stock Option granted pursuant to the 2008 Plan shall be paid in full to us by delivery of consideration equal to the product of the Stock Option in accordance with the requirements of the Nevada Revised Statutes. Any Stock Option settlement, including payment deferrals or payments deemed made by way of settlement of pre-existing indebtedness may be subject to such conditions, restrictions and contingencies as may be determined.

Incentive Stock Options

The 2008 Plan further provides that, subject to the provisions of the Stock Option Plan and prior shareholder approval, the Board of Directors may grant to any key individuals who are our employees eligible to receive options, one or more incentive stock options to purchase the number of shares of common stock allotted by the Board of Directors (the “Incentive Stock Options”). The option price per share of common stock deliverable upon the exercise of an Incentive Stock Option shall be at least 100% of the fair market value of the common shares of the Company, and in the case of an Incentive Stock Option granted to an optionee who owns more than 10% of the total combined voting power of all classes of our stock, shall not be less than 100% of the fair market value of our common shares. The option term of each Incentive Stock Option shall be determined by the Board of Directors, which shall not commence sooner than from the date of grant and shall terminate no later than ten (10) years from the date of grant of the Incentive Stock Option, subject to possible early termination as described above.

As of the date of this annual report, no Stock Options have been exercised.

Recent Sales Of Unregistered Securities

During our fiscal year ended February 29, 2012, we did not have any sales of unregistered securities.

As reported in our Current Report on Form 8-K as filed with the SEC on April 12, 2012, subsequent to our fiscal year ended February 29, 2012, on April 10, 2012 we issued 25,000,000 shares of restricted common stock (on a post-reverse split basis), at a deemed issuance price of $0.25 per share. We relied on an exemption from the registration requirements under the Securities Act of 1933, as amended, pursuant to Rule 506 of Regulation D and/or Section 4(2).

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended February 29, 2012.

ITEM 6. SELECTED FINANCIAL DATA

Not required because we are a smaller reporting company.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition, changes in financial condition and results of operations for the years ended February 29, 2012 and February 28, 2011 should be read in conjunction with our most recent audited consolidated financial statements for the years ended February 29, 2012 and February 28, 2011, which are included in this annual report, and the related notes to the financial statements. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this annual report.

33


Fiscal Year Ended February 29, 2012 Compared To Fiscal Year Ended February 28, 2011

We did not generate any revenue during our fiscal year ended February 29, 2012 or our fiscal year ended February 28, 2011.

During our fiscal year ended February 29, 2012, we incurred general and administrative expenses of $1,230,402 compared to $7,822,551 incurred during our fiscal year ended February 28, 2011. These general and administrative expenses included the following:

  • consulting fees of $430,150 during our fiscal year ended February 29, 2012 (2011 - $339,558), which increased as we ramped up consulting services while conducting the evaluation of our drilling program;

  • management fees of $410,154 during our fiscal year ended February 29, 2012 (2011 - $632,600), which decreased in 2012 due to a reduction of management upon completing the drilling of the Burkley-Phillips well;

  • marketing expenses of Nil during our fiscal year ended February 29, 2012 (2011 - $612,992), which decreased in 2012 as the Company did not conduct any activity in this area;

  • office and general expenses of $213,568 during our fiscal year ended February 29, 2012 (2011 - $297,171), which decreased in 2012 due to a reduced operating program;

  • professional fees of $366,976 during our fiscal year ended February 29, 2012 (2011 - $820,335), which decreased in 2012 due to a reduced operating program;

  • stock based compensation of $85,700 during our fiscal year ended February 29, 2012 (2011 - $5,119,895), which decreased due to less stock options granted during the period;

  • impairment on oil and gas properties of $119,487 during our fiscal year ended February 29, 2012 (2011- Nil);

  • Gain on sale of oil and gas properties of $395,633 during our fiscal year ended February 29, 2012 (2011-Nil) relating to the sale of the East Holly property.

Our general and administrative expenses incurred during our fiscal year ended February 29, 2012 compared to our fiscal year ended February 28, 2011 decreased primarily due to a decrease in salary expenses from $5,119,895 in 2011 to $85,700 in 2012.

As a result, our net operating loss during our fiscal year ended February 29, 2012 was $1,230,402 compared to a net operating loss of $7,822,551 during our fiscal year ended February 28, 2011.

During our fiscal year ended February 29, 2012, we recorded other income and expenses in the amount of $(330,635), consisting of interest income of $7,208 (2011 - $16,069), interest expense of $(263,920) (2011-Nil) and a loss on lawsuit of $(73,923) (2011-Nil).

As a result of the above, our Loss from continuing operations during the fiscal year ended February 29, 2012 was $(1,561,037) (2011-$(5,206,482).

During our fiscal year ended February 29, 2012, our loss from discontinued operations was Nil (2011 - $(204,272)) and our gain on disposal of discontinued operations, net of tax expense, was Nil (2011-$10,753,726). As a result, our net loss for our fiscal year ended February 29, 2012 was $(1,561,037) (2011 – $5,342,972).

34


Liquidity And Capital Resources

As of February 29, 2012, our current assets were $81,008 (2011 - $161,194) and our current liabilities were $5,200,822 (2011 - $3,956,030), which resulted in a working capital deficit of $5,119,814 (2011 – $3,794,836). As of February 29, 2012, our current assets were comprised of $1,484 in cash, $67,200 in loan receivable and $12,324 in prepaid expenses. As of February 29, 2012, current liabilities were comprised of accounts payable and accrued liabilities of $3,749,992, drilling advances of $120,413, due to related parties of $715,417 and promissory note payable of $615,000.

As of February 29, 2012, our total assets were $14,616,592 (2011 - $14,847,137), comprised of: (i) current assets in the amount of $81,008 (2011 - $161,194), and (ii) unproved oil and gas properties, , in the amount of $14,535,584 (2011 - $14,685,943)..

Stockholders’ equity decreased from $10,891,107 as of February 28, 2011 to $9,415,770 as of February 29, 2012.

We anticipate that we will incur additional expenses of approximately $8,000,000 for the post-drilling completion work on the Burkley-Phillips No. 1 Well. We anticipate that we will receive this funding from a variety of methods, including private placements of equity and/or debt instruments, entering into joint venture transactions with third parties, mezzanine financing, and cash flows from any successful wells.

We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) oil and gas operating properties; (ii) possible drilling initiatives on current properties and future properties; and (iii) future property acquisitions. We may finance these expenses, and any continuing long-term operating expenses, through the methods noted above, namely, private placements of equity and/or debt instruments, entering into joint venture transactions with third parties, mezzanine financing and cash flows from any successful wells.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Cash and Working Capital

The following table sets forth our cash and working capital as of February 29, 2012 and February 28, 2011:

    As of     As of  
    February 29, 2012     February 28, 2011  

 

           

Cash

$  1,484   $  62,978  

 

           

Working capital surplus (deficit)

$  (5,199,338 ) $  (3,794,836 )

35


Cash Flows From (Used In) Operating Activities

For our fiscal year ended February 29, 2012, net cash used in operating activities was $(166,760). Our net loss for the period was ($1,561,037). Net cash flows used in operating activities was adjusted by $85,700 in stock-based compensation, by $119,487 for impairment on oil and gas properties and by $(395,633) on the gain on sale of oil and gas properties. Net cash flows related to operating activities was further changed by $25,892 in changes to prepaid expenses, $(7,200) in changes to accrued interest income, $919,273 in changes to accounts payable and accrued liabilities, $575,090 in changes to due to related parties and $71,668 in changes to drilling advances.

For our fiscal year ended February 28, 2011, net cash used in operating activities was $2,976,311. Our net loss for the period was ($5,342,972). Net cash flows used in operating activities was adjusted by ($2,600,000) in income tax benefit and $5,119,895 in stock-based compensation. Net cash flows related to operating activities was further changed by ($6,298) in changes to prepaid expenses, $48,745 in changes to drilling advances ($458,432) in changes to accounts payable and accrued liabilities and $126,261 in changes to due to related parties.

Cash Flows From Investing Activities

For our fiscal year ended February 29, 2012, net cash flows used in investing activities was ($391,300), consisting of investment in oil and gas property.

For our fiscal year ended February 28, 2011, net cash flows used in investing activities was ($8,335,595), consisting of investment in oil and gas property of ($8,275,595) and ($60,000) in a promissory note receivable advance.

Cash Flows From Financing Activities

Historically, we have financed our operations primarily from either the issuance of equity and debt instruments.

For our fiscal year ended February 29, 2012, net cash provided by financing activities was $496,566 compared to $652,500 for our fiscal year ended February 28, 2011. Cash flows provided by financing activities in 2012 consisted of related party promissory notes payable of $496,566 (2011-$652,500).

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Plan Of Operation And Funding

As indicated above, as of February 29, 2012, we had current assets of $1,484 and current liabilities of $5,200,822, resulting in a working capital deficit of $(5,199,338). As noted above, we anticipate that we will incur additional expenses of approximately $8,000,000 for the post-drilling completion work on the Burkley-Phillips No. 1 Well. However, additional funding will be required to complete our 2012 operations program. We anticipate that we will receive this funding from a variety of methods, including private placements, equity funding, entering into joint venture transactions with third parties, mezzanine financing and cash flows from successful wells.

We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) oil and gas operating properties; (ii) possible drilling initiatives on current properties and future properties; and (iii) future property acquisitions. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

36


Material Commitments

During the year ended February 28, 2011, Guggenheim held a promissory note totalling $10,277,485 payable by us. As a result of our sale of our remaining 40% interest in the Haynesville Shale portion of the East Holly Field leases for $28,159,604 on April 22, 2010, we retired this debt to Guggenheim.

We were previously required to pay 72% of the total cost to drill and complete the Burkley-Phillips No. 1 Well, for a 45.9% working interest. Due to American Exploration’s inability to make its contribution in response to the cash call, we will now pay 90% of the total cost of the well to earn a 72% interest, and Guggenheim Energy Opportunities, LLC (“Guggenheim”) will pay 10% of the total cost to earn an 8% interest.

Other than our retired debt to Guggenheim as of February 28, 2011, we did not have any material commitments for capital expenditures as of February 29, 2012.

Tabular Disclosure of Contractual Obligations

The following table provides information regarding our known contractual obligations as of February 29, 2012:

   Payment due by period
Contractual Obligations
Total
Less than 1
year
1-3 years
3-5 years
More than
5 years

Long-term debt obligations

Nil Nil Nil Nil Nil

Capital lease obligations

Nil Nil Nil Nil Nil

Operating lease obligations

Nil Nil Nil Nil Nil

Purchase obligations

Nil Nil Nil Nil Nil

Other long-term liabilities reflected on balance sheet under GAAP

Nil Nil Nil Nil Nil

Off-Balance Sheet Arrangements

As of the date of this annual report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

37


Going Concern

The independent auditors’ report accompanying our February 29, 2012, February 28, 2011 and 2010 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to risks related to foreign currency exchange rate fluctuations. However, they have not had a material impact on our results of operations to date.

Our functional currency is the United States dollar. However, a portion of our business is transacted in other currencies (the Canadian dollar). As a result, we are subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure to manage our foreign currency fluctuation risk.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm
 
Balance Sheets as of February 29, 2012 and February 28, 2011
 
Statements of Operations for Fiscal Years Ended February 29, 2012, February 28, 2011 and 2010 and from Inception (May 12, 2006) to February 29, 2012
 
Statement of Stockholders’ Equity for the period from Inception (May 12, 2006) to February 29, 2012
 
Statements of Cash Flows for Fiscal Years Ended February 29, 2012, February 28, 2011 and 2010 and from Inception (May 12, 2006) to February 29, 2012

38


 

MAINLAND RESOURCES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

FEBRUARY 29, 2012
(Audited)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2
   
BALANCE SHEETS F-3
   
STATEMENTS OF OPERATIONS F-4
   
STATEMENTS OF CASH FLOWS F-6
   
NOTES TO FINANCIAL STATEMENTS F-7

F-1


MAINLAND RESOURCES INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Audited)

    February 29,     February 28,  
    2012     2011  

 

           

ASSETS  

 

CURRENT ASSETS

           

     Cash

$  1,484   $  62,978  

     Promissory note receivable

  67,200     60,000  

     Prepaid expenses

  12,324     38,216  

 

           

TOTAL CURRENT ASSETS

  81,008     161,194  

 

           

OIL AND GAS PROPERTIES, (Note 3)

           

     Unproved

  14,535,584     14,685,943  

 

           

TOTAL OIL AND GAS PROPERTIES

  14,535,584     14,685,943  

 

           

TOTAL ASSETS

$  14,616,592   $  14,847,137  

 

           

LIABILITIES AND STOCKHOLDERS’ EQUITY 

 

 

           

CURRENT LIABILITIES

           

     Accounts payable and accrued liabilities

$  3,749,992   $  3,118,524  

     Due to related parties (Note 7)

  715,417     136,261  

     Drilling advances (Note 3)

  120,413     48,745  

     Promissory note payable (Note 7)

  615,000     652,500  

 

           

TOTAL CURRENT LIABILITIES

  5,200,822     3,956,030  

 

           

CONTINGENCIES (Note 10)

           

 

           

STOCKHOLDERS’ EQUITY (Note 5)

           

Common stock, 60,000,000 shares authorized with $0.0001 par value
Issued and outstanding – 8,096,950 common shares
(February 28, 2011 – 8,096,950)

  809     809  

Additional paid-in-capital

  23,581,972     23,496,272  

Deficit accumulated during exploration stage

  (14,167,011 )   (12,605,974 )

 

           

TOTAL STOCKHOLDERS’ EQUITY

  9,415,770     10,891,107  

 

           

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

$  14,616,592   $  14,847,137  

The accompanying notes are an integral part of these financial statements.

F-3


MAINLAND RESOURCES INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Audited)

                      Inception  
    Year Ended     Year Ended     Year Ended     (May 12, 2006)
    February 29,     February 28,     February 28,     to February 29,  

 

  2012     2011     2010     2012  

 

                       

GENERAL AND ADMINISTRATIVE INCOME (EXPENSES)

                       

 

                       

 Consulting fees

$  (430,150 ) $  (339,558 ) $  (311,334 ) $  (1,676,416 )

 Management and rent fees-related party (Note 7)

  (410,154 )   (632,600 )   (250,164 )   (1,433,738 )

 Marketing expenses

  -     (612,992 )   (560,025 )   (2,094,124 )

 Office and general

  (213,568 )   (297,171 )   (123,101 )   (775,886 )

 Professional fees

  (366,976 )   (820,335 )   (490,858 )   (1,989,480 )

 Impairment on oil and gas properties

  (119,487 )   -     -     (119,487 )

 Salary expense (Note 6)

  (85,700 )   (5,119,895 )   (1,148,000 )   (18,356,280 )

 Gain on sale of oil and gas properties (Note 3)

  395,633     -     -     395,633  

 

                       

 

  (1,230,402 )   (7,822,551 )   (2,883,482 )   (26,049,778 )

 

                       

NET OPERATING INCOME (LOSS)

  (1,230,402 )   (7,822,551 )   (2,883,482 )   (26,049,778 )

 

                       

OTHER ITEMS

                       

 Gain on settlement of debt

  -     -     -     33,239  

 Interest income

  7,208     16,069     1,070     31,746  

 Interest expense

  (263,920 )   -     -     (263,920 )

 Loss on lawsuit

  (73,923 )   -     -     (73,923 )

 Loss on abandonment on option deposit (Note 3)

  -     -     (1,300,000 )   (1,300,000 )

 

                       

INCOME (LOSS) BEFORE INCOME TAXES

  (1,561,037 )   (7,806,482 )   (4,182,412 )   (27,622,636 )

 

                       

 Federal income tax benefit from continuing operations

  -     2,600,000     -     2,600,000  

 

                       

INCOME/(LOSS) FROM CONTINUING OPERATIONS

  (1,561,037 )   (5,206,482 )   (4,182,412 )   (25,022,636 )

 

                       

DISCONTINUED OPERATIONS

                       

  Income/(loss) from discontinued operations

  -     (204,272 )   (34,575 )   101,899  

  Gain on disposal of discontinued operations, net of tax expense of $2,600,000

  -     10,753,726     -     10,753,726  

 

                       

INCOME (LOSS) FROM DISCONTINUED OPERATIONS

  -     10,549,454     (34,575 )   10,855,625  

 

                       

NET INCOME/(LOSS) FOR THE PERIOD

$  (1,561,037 ) $  5,342,972   $  (4,216,987 ) $  (14,167,011 )

 

                       

BASIC AND DILUTED LOSS PER COMMON SHARE:

               

  From continuing operations

$  (0.19 ) $  (0.06 ) $  (0.05 )      

  From discontinued operations

  0.00     0.13     0.00        

 

                       

 

$  (0.19 ) $  0.07   $  (0.05 )      

 

                       

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC

  8,096,950     8,096,950     8,096,950      

 

                       

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED

  8,154,271     8,154,271          

The accompanying notes are an integral part of these financial statements.

F-4


MAINLAND RESOURCES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM MAY 12, 2006 (INCEPTION) TO FEBRUARY 29, 2012
(Audited)

    Common Stock           Deficit        
                      accumulated        
    Number of           Additional     during     Stockholders’  
    Shares     Amount     Paid in Capital      exploration stage       Equity  
                               

Balance, May 12, 2006

  -   $  -   $  -   $  -   $  -  

Common stock issued for cash
at $0.000143 per share – June 15, 2006

  1,200,000     120     52     -     172  

Common stock issued for mineral properties 
at $0.00715 per share – July 15, 2006

  621,000     62     4,378     -     4,440  

Common stock issued for cash at $0.00715
per share – October 6, 2006

  2,502,000     250     17,642     -     17,892  

Donated Services and rent

  -     -     5,793     -     5,793  

Foreign currency translation adjustment

  -     -     -     -     195  

Net loss for the period

  -     -     -     (11,256 )   (11,256 )

 

                             

Balance, February 28, 2007

  4,323,000     432     27,865     (11,256 )   17,236  

Common stock issued for cash 
at $0.0085 per share - October 15, 2007

  2,400,000     240     20,212     -     20,452  

Donated services and rent

  -     -     8,627     -     8,627  

Foreign currency translation adjustment

  -     -     -     -     (617 )

Net loss for the year

  -     -     -     (144,523 )   (144,523 )

 

                             

Balance, February 29, 2008

  6,723,000     672     56,704     (155,779 )   (98,825 )

Common stock issued for cash at $3.30 
per share – May 1, 2008 to July 22, 2008

  1,200,000     120     3,999,880     -     4,000,000  

Foreign currency translation adjustment

  -     -     -     -     422  

Stock based compensation

  -     -     12,002,685     -     12,002,685  

Net loss for the year

  -     -     -     (13,576,180 )   (13,576,180 )

 

                             

Balance, February 28, 2009

  7,923,000     792     16,059,269     (13,731,959 )   2,328,102  

Common stock issued for consulting agreement 
at $17.80 per share – March 17, 2009

  500     0     8875     -     8,875  

Common stock issued exercise of warrants 
at $6.70 per share – April 30 – June 1, 2009

  172,950     17     1,152,983     -     1,153,000  

Common stock issued for consulting agreement 
at $14.50 per share – June 1, 2009

  500     0     7,250     -     7,250  

Stock based compensation

  -     -     1,148,000     -     1,148,000  

Net loss for the year

  -     -     -     (4,216,987 )   (4,216,987 )

 

                             

Balance, February 28, 2010

  8,096,950     809     18,376,377     (17,948,946 )   428,240  

Stock based compensation

  -     -     5,119,895     -     5,119,895  

Net income for the year

  -     -     -     5,342,972     5,342,972  

 

                             

Balance, February 29, 2011

  8,096,950     809     23,496,272     (12,605,974 )   10,891,107  

Stock based compensation

  -     -     85,700     -     85,700  

Net loss for the year

  -     -     -     (1,561,037 )   (1,561,037 )

 

                             

Balance, February 29, 2012, audited

  8,096,950   $  809   $  23,581,972   $  (14,167,011 ) $  9,415,770  

The accompanying notes are an integral part of these financial statements.

F-5


MAINLAND RESOURCES INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Audited)

                      Inception  
                      (May 12,  
    Year Ended     Year Ended     Year Ended     2006) to  
      February 29,     February 28,         February 28,     February 29,  
    2012     2011     2010     2012  

 

                       

CASH FLOWS FROM OPERATING ACTIVITIES

                       

   Net income (loss) for the period

$  (1,561,037 ) $  5,342,972   $  (4,216,987 ) $  (14,167,011 )

   Less: (income) loss from discontinued operations

  -     (10,549,454 )   34,575     (10,855,625 )

   Adjustments to reconcile net loss to net cash used in operating activities:

               

     - Income tax benefit

  -     (2,600,000 )   -     (2,600,000 )

     - Non-cash mineral property losses

        -     1,300,000     1,271,201  

     - Stock-based compensation (Note 6)

  85,700     5,119,895     1,148,000     18,356,280  

     - Non-cash consulting fees (Note 5)

  -     -     16,125     16,125  

     - Donated services and expenses

  -     -     -     14,420  

     - Impairment on oil and gas property

  119,487     -     -     119,487  

     - Gain on sale of oil and gas property

  (395,633 )   -     -     (395,633 )

CHANGES IN OPERATING ASSETS AND LIABILITIES

                       

     - Accrued interest income

  (7,200 )   -     -     (7,200 )

     - Prepaid expenses

  25,892     (6,298 )   (31,918 )   (12,324 )

     - Accounts payable and accrued liabilities

  919,273     (458,432 )   630,814     1,298,146  

     - Due to related parties

  575,090     126,261     10,000     575,090  

     - Drilling advances

  71,668     48,745     -     120,413  

 

                       

NET CASH USED IN OPERATING ACTIVITIES

  (166,760 )   (2,976,311 )   (1,109,391 )   (6,266,631 )

 

                       

CASH FLOWS FROM INVESTING ACTIVITIES

                       

   Investment in oil and gas property

  (391,300 )   (8,275,595 )   (3,412,436 )   (12,150,531 )
   Proceed from the sale of oil and gas property   530,000     -     -     530,000  

   Promissory note receivable advances

  -     (60,000 )   -     (60,000 )

   Deposit on properties

  -     -     (200,000 )   (1,300,000 )

 

                       

NET CASH FLOWS USED IN INVESTING ACTIVITIES

  138,700     (8,335,595 )   (3,612,436 )   (12,980,531 )

 

                       

CASH FLOWS FROM FINANCING ACTIVITIES

                       

   Proceeds on sale of common stock

  -     -     -     3,988,516  

   Proceeds from exercised warrants

  -     -     1,153,000     1,153,000  
   Payment on promissory note-related party   (530,000 )   -     -     (530,000 )

   Promissory note payable – related party

  496,566     652,500     -     1,149,066  

   Advances from related party

  -     -     -     83,239  

 

                       

NET CASH PROVIDED BY FINANCING ACTIVITIES

  (33,434 )   652,500     1,153,000     5,843,821  

 

                       

CASH FROM (USED IN) DISCONTINUED OPERATIONS

                       

   Net cash provided by (used in) operating activities

  -     21,800,972     1,001,764     22,731,637  

   Net cash provided by (used in) investing activities

  -     (1,410,227 )   (7,251,574 )   (9,326,812 )

   Net cash provided by (used in) financing activities

        (10,278,485 )   10,278,485     -  

 

                       

NET CASH FROM DISCONTINUED OPERATIONS

  -     10,112,260     4,028,675     13,404,825  

 

                       

INCREASE (DECREASE) IN CASH

  (61,494 )   (547,146 )   459,848     1,484  

CASH, BEGINNING OF PERIOD

  62,978     610,124     150,276     -  

 

                       

CASH, END OF PERIOD

$  1,484   $  62,978   $  610,124   $  1,484  

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES (Refer to Note 9)
The accompanying notes are an integral part of these financial statements.

F-6



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Mainland Resources Inc. (the “Company”) is an exploration stage enterprise as defined in FASB ASC 915 “Development Stage Entities”. The Company was incorporated May 12, 2006 in the State of Nevada for the purpose of mineral exploration. During 2008, the Company entered into an option agreement on certain oil and gas leaseholds in the state of Louisiana (refer to Note 3). The Company now intends to locate, explore, acquire and develop oil and gas properties in the United States. The Company began drilling its first well in October 2008 which was completed at the end of January 2009 and commenced production from the Haynesville Shale formation. Through April 2010, the Company had five wells at various stages of drilling, completion and production in the Haynesville Shale formation. Subsequent to the period on April 22, 2010 the Company sold all its Haynesville Shale assets in East Holly Field, DeSoto Parish, Louisiana including the five producing wells (refer to Note 9).

Effective March 23, 2012, the Company completed a reverse stock split by the issuance of 1 new share for each 10 outstanding shares of the Company's common stock (Notes 5 and 10). Unless otherwise noted, all references herein to number of shares, price per share or weighted average shares outstanding have been adjusted to reflect these stock splits on a retroactive basis.

Going concern
The Company commenced operations on May 12, 2006. Although the Company has realized revenues, as of February 29, 2012, the Company has an accumulated deficit during the exploration stage of $14,167,011. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. To date, the Company has funded its initial operations by way of private placements of common stock, advances from related parties and bridge loan financing. During fiscal 2009, the Company completed a private placement of $4,000,000 at $3.30 per unit with each unit consisting of one common share and one half warrant at $6.70 per share exercisable for a period of one year from issuance (refer to Note 6). In addition, during fiscal 2010, 172,950 warrants were exercised at $6.70 for net proceeds to the Company of $1,153,000. In fiscal 2011, the Company raised $650,000 through a promissory note (refer to Note 8). During the twelve month period, a further $495,000 was raised under the same promissory note. On August 10, 2009, the Company closed a $3,500,000 bridge loan financing which was replaced effective October 16, 2009 with a secured senior line of credit for $40,000,000 of which $10,278,485 had been advanced as of February 28, 2010. During fiscal 2011, the entire outstanding balance owed on the secured line of credit was repaid from the sale of assets (refer to Note 3).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
The Company was incorporated on May 12, 2006 in the State of Nevada. The Company’s fiscal year end is February 28.

Basis of presentation
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

F-7



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued)

Oil and gas properties
The Company follows the full cost method of accounting for its oil and gas operations whereby all costs related to the acquisition of methane, petroleum, and natural gas interests are capitalized. Under this method, all productive and non-productive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Such costs include land and lease acquisition costs, annual carrying charges of non-producing properties, geological and geophysical costs, costs of drilling and equipping productive and non-productive wells, and direct exploration salaries and related benefits. Proceeds from the disposal of oil and gas properties are recorded as a reduction of the related capitalized costs without recognition of a gain or loss unless the disposal would result in a change of 20 percent or more in the depletion rate. The Company currently operates solely in the U.S.

Depreciation and depletion of proved oil and gas properties is computed on the units-of-production method based upon estimates of proved reserves, as determined by independent consultants, with oil and gas being converted to a common unit of measure based on their relative energy content.

The costs of acquisition and exploration of unproved oil and gas properties, including any related capitalized interest expense, are not subject to depletion, but are assessed for impairment either individually or on an aggregated basis. The costs of certain unevaluated leasehold acreage are also not subject to depletion. Costs not subject to depletion are periodically assessed for possible impairment or reductions in recoverable value. If a reduction in recoverable value has occurred, costs subject to depletion are increased or a charge is made against earnings for those operations where a reserve base is not yet established.

Estimated future removal and site restoration costs are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. The charge is included in the provision for depletion and depreciation and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

The Company applies a ceiling test to capitalized costs which limits such costs to the aggregate of the estimated present value, using a ten percent discount rate of the estimated future net revenues from production of proven reserves at year end at market prices less future production, administrative, financing, site restoration, and income tax costs plus the lower of cost or estimated market value of unproved properties. If capitalized costs are determined to exceed estimated future net revenues, a write-down of carrying value is charged to depletion in the period.

Asset retirement obligations
The Company has adopted the provisions of FASB ASC 410-20 “Asset Retirement and Environmental Obligations," which requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related oil and gas properties. As of February 29, 2012, there have been no asset retirement obligations recorded.

Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock, stock based compensation, financial instruments as well as deferred tax balances and asset impairment tests. Further, depreciation, depletion and amortization of oil and gas properties and the impairment of oil and gas properties are determined using estimates of oil and gas reserves. There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures, including future costs to dismantle, dispose, plug, and restore the Company's properties. Oil and gas reserve engineering must be recognized as a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way. Proved reserves of oil and natural gas are estimated quantities that geological and engineering data demonstrate with reasonable certainty to be recoverable in the future from known reservoirs under existing conditions.

F-8



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued)

Financial instruments
The fair value of the Company’s financial assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

Concentrations of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalent accounts in financial institutions. As of February 29, 2012, the Company’s cash and cash equivalents do not exceed federally insured limits.

Earnings (loss) per common share
Basic earnings (loss) per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Where applicable, dilutive loss per share is equal to that of basic loss per share as the effects of stock options and warrants have been excluded as they are anti-dilutive. Using the treasury stock method, there were no diluted shares.

Revenue Recognition
Oil and natural gas revenues are recorded using the sales method, whereby the Company recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers, when title passes, the amount is determinable and collection is reasonably assured. Actual sales of gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating costs and taxes are recognized in the same period in which revenue is earned.

Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. At February 28, 2012, the Company has a current income tax liability of $Nil. The original balance of $2,600,000 recorded during the period was attributable to the net taxable gain realized from the sale of the Haynesville Shale assets in the East Holly prospect to Exco Operating Company, LP which has been fully offset by deductible exploration costs incurred on the drilling of the Burkley-Phillips #1 well in Mississippi (see Note 3).

Stock-based compensation
The Company has adopted FASB ASC 718-10, “Compensation-Stock Compensation”, which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based on the grant-date fair value of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

F-9



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 3 – OIL AND GAS PROPERTIES

East Holly Cotton Valley/Hosston Properties- Sale
On November 23, 2011, the Company entered into an Amendment and Restatement of Lease Acquisition Agreement (the "Agreement"), dated effective as of October 1, 2011, with Sklar Exploration Company, LLC ("Sklar"). Pursuant to the Agreement, the Company sold its East Holly Leases in DeSoto Parish, Louisiana (the "Leases") to Sklar. The Leases represent non-producing acreage, held by production, in all formations above the base of the Cotton Valley formation in the East Holly Field, encompassing 2,640.6 net acres. These Leases had previously been retained by the Company from the Company's sale of Haynesville Shale assets to EXCO as described above.

Pursuant to the Agreement, Sklar paid a total purchase price of $609,200 for the Leases, of which $79,200 was paid by Sklar directly to Guggenheim Energy Opportunities Fund, L.P., which held certain rights and interests in the Leases. The remaining $530,000 (representing approximately $200 per net acre) was paid by Sklar directly to a secured creditor of the Company (refer to Note 8) in satisfaction of the Company’s obligation to this creditor and in exchange for the release by the creditor of a lien on the related property. The Company paid a finders’ fee of $31,800 in connection with the disposal of this property, which had a carrying value of $122,000. Revenue of $19,433 was also received on this property during fiscal 2012 resulting in a gain on disposal of $395,633.

Buena Vista -Mississippi Haynesville/Bossier Prospect
On June 23, 2009, the Company signed an Option Agreement with Westrock Land Corp to acquire approximately 8,000 net acres in mineral oil and gas leases located in the State of Mississippi. In accordance with the terms and provisions of the Option Agreement; (i) the Company will acquire a 100% working interest and a minimum 75% net revenue interest in the Leases; (ii) the Company has agreed to pay certain acquisition costs per net mineral acres by August 31, 2009. On August 28, 2009, the Company amended the Option Agreement to expand the acreage to include an additional 225 acres thus aggregating approximately 8,225 net acres subject to the Option Agreement. The Company further agreed to advance a payment of $300,000 towards the total purchase price of the acreage under the Option Agreement on August 31, 2009. On October 13, 2009 the Company paid an additional $900,000 towards the purchase price of the property and paid the final instalment of $2,090,060 on November 3, 2009 for a total purchase price of $3,290,060. During fiscal 2010 the Company acquired approximately an additional 861 net acres for $122,376 and in fiscal 2011 the Company acquired approximately an additional 8,573 net acres at a cost of $556,258. As a result of the lapsing of certain leases, the Company's total acreage as of February 29, 2012 is approximately 16,595 net acres, with net revenue interests ranging from 71.00% to 78.34% . Total cost to date of acquiring leases is $3,967,962.

Burkley-Phillips No.1
On July 21, 2010, the Company spud the first well, the Burkley-Phillips No. 1 well, on the Buena Vista Prospect. Drilling to a total depth of 22,000 ft was concluded on December 24, 2010. The well was logged, a core interval was cut and a thorough technical analysis of results was conducted. The well is currently planned for completion in the first half of 2012. The Company's working interest in the well is 72%. The Company will fund 90% of the well costs to earn its 72% interest in the well. Guggenheim Partners LLC will fund 10% of the well costs in order to earn an 8% working interest in the well.

As at February 29, 2012, the Company held $120,413 in drilling advances from Guggenheim Partners LLC ( 2011: $48,475).

The Company conducted an impairment analysis on the carrying value of the Burkley-Phillips No. 1 well and the related lease acreage for the period ended February 29, 2012 and determined that no impairment was necessary. Management considered several factors in the impairment analysis including evaluation of technical results from log and core analysis which indicate the presence of significant high-pressure gas, which may be present over most of the acquired acreage, that justifies a completion program that is forecast to be conducted in the second half of 2012. Key indicators were also evaluated to determine that sufficient progress had been made over the last 12 months including maintaining the commitment of all the key technical members of the operations team both with the Company and third party service providers, significant progress in designing the well completion program which is very complex for the depths under which the completion will be conducted with a focus on safety and precision, continued development of an economic and financial model to accurately evaluate the potential value of a gas project especially in light of recent improvements in the liquefied natural gas market and expected transportation systems to Asia and an evaluation of existing pipelines and the potential to expand those facilities. Management believes that a reasonable time frame for a gas prospect which has deep, high pressure gas from inception to initial production is 2-4 years given the complex nature of drilling and operating in the area as there must be a focus on detailed data analysis and program planning. The Company has determined that it must first complete the well and review the flow results before any further decision is made on impairment.

Effective on September 17, 2009, the Board of Directors of the Company authorized the execution of a letter agreement (the “Letter Agreement”) with American Exploration Corporation, a Nevada corporation (“AEC”) to jointly develop contiguous acreage known as the Buena Vista Area located in Mississippi (the “Joint Development Project”). In accordance with the terms and provisions of the Letter Agreement: (i) AEC agreed to commit approximately 5,000 net acres and the Company agreed to commit approximately 8,225 net acres to the Joint Development Project; (ii) the Company shall be the operator of the Joint Development Project; (iii) the Company agreed to pay 80% of the initial well drilling and completion costs to earn a 51% working interest in the well and the total Joint Development Project; and (iv)AEC agreed to pay 20% of the initial well drilling and completion costs to earn a 49% working interest in the well and the total Joint Development Project. Also in accordance with the terms and provisions of the Joint Development Project, future costs, including drilling and completions, for oil and gas activities of the net acreage in the Joint Development Project will be split on a 51% / 49% basis between the Company and AEC, respectively. The Company was required to acquire the acreage committed to the Joint Development Project from an unrelated third party on or before October 15, 2009 otherwise the Letter Agreement would terminate and would no longer be in force and effect. The Company completed the transaction as per above paragraph.

F-10



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 3 – OIL AND GAS PROPERTIES (continued)

On April 26, 2010, AEC failed to fund its 20% share of the estimated total well costs of the Burkley-Phillips No. 1 well on the company’s Buena Vista Prospect (“Prospect”) in Jefferson County, Mississippi. As a result, AEC forfeited its rights to a 29% working interest in the well and in the Prospect in favour of the Company. AEC will continue to be entitled to receive a 20% working interest in the first well and the Prospect after completion, subject to compliance by AEC with all other terms and conditions of the Letter Agreement and the related Joint Operating Agreement. On March 22, 2010 the Company and AEC entered into a definitive Merger Agreement and Plan of Merger (refer to Note 4).

As a result of not completing the Burkley-Phillips #1 well prior to December 31, 2011 in accordance with its contractual obligations, American Exploration forfeited its 20% working interest in the 5,000 acre parcel that it had originally secured from Westrock. Effective December 12, 2011, the Leases were returned to Westrock land Corporation (“Westrock”). Effective April 26, 2012, Mainland completed a Purchase and Sale Agreement with Westrock, pursuant to which Mainland has now acquired the 5,000 acre parcel defaulted on by American Exploration from Westrock, in consideration of the issuance from treasury by the company of 25,000,000 shares of restricted common stock, at a deemed issuance price of $0.25 per share, to Westrock ( Note 10).

The Company’s Oil and Gas properties are made up as follows:

    February 29,     February 28,  
    2012     2011  
             
Oil and Gas Properties:            
     Proved, subject to depletion $  -   $  -  
     Unproved, not subject to depletion   14,535,584     14,685,943  
             
    14,535,584     14,685,943  
     Accumulated depletion   -     -  
             
Total Oil and Gas Properties $  14,535,584   $  14,685,943  

The following is a summary of the transactions involving the Company’s unproven properties not subject to depletion:

    Acquisition     Development        
    Costs     Costs     Total  
                   
Balance, February 29, 2010 $ 3,534,436   $  -   $  3,534,436  
Incurred during the period   11,151,507     -     11,151,507  
                   
Balance, February 28, 2011   14,685,943     -     14,685,943  
Incurred during the period   91,128     -     91,128  
Impairment on oil and gas properties   (119,487 )         (119,487 )
Sale of properties during the period   (122,000 )   -     (122,000 )
                   
Balance, February 29, 2012 $  14,535,584   $  -   $  14,535,584  

F-11



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 4 – PLAN OF MERGER

Merger Agreement and Plan of Merger
On March 22, 2010 the Company and American Exploration Corporation (“AEC”) entered into a definitive Merger Agreement and Plan of Merger (the “Merger Agreement”) that contemplates a stock-for-stock merger to be effected under the laws of Nevada. If the merger was completed, the Company would be the surviving corporation, and would become vested with all of American Exploration’s assets and property.

Under the terms of the Merger Agreement, AEC’s stockholders would receive one share of the Company for every four shares of AEC common stock they owned. Currently, there are approximately 60,273,333 shares of AEC common stock outstanding, which would have resulted in the issuance of approximately 15,068,333 shares of the Company’s common stock to the former stockholders of AEC upon completion of the merger. The former AEC stockholders would then own approximately 15.6% of the issued and outstanding common stock of the Company, as the surviving corporation. The Merger also contemplated that all outstanding common stock options of AEC and all outstanding share purchase warrants of AEC would be replaced with non-transferable stock options non-transferable common stock purchase warrants of the Company under similar terms and conditions as the original AEC options and share purchase warrants. The number of replacement options and warrants issuable would be determined with reference to the above four to one share exchange ratio. The replacement options would be exercisable at a price of $1.50 per share.

The merger was subject to various conditions, including approval of the respective stockholders of each of AEC and the Company, completion of fairness opinions by both parties and completion by each party to its satisfaction, due diligence investigation of the other party’s business and affairs to determine the feasibility, economic or otherwise. Both parties obtained their respective fairness opinions. The due diligence by both parties was completed on May 5, 2010.

Under Section 7.3 of the Merger Agreement: (i) either the Company or American may terminate the Merger Agreement if certain conditions specified in the Merger Agreement are not satisfied at or before the "Termination Date", which is defined in Section 1.1 of the Merger Agreement to mean January 31, 2012, or such later date as may be mutually agreed; or (ii) the Company and American may mutually agree to terminate the Merger Agreement (without further action on the part of the shareholders of American) any time prior to the filing of the Articles of Merger with the Nevada Secretary of State, which would effectuate the merger.

American previously held an option to acquire interests in certain oil and gas leases (the "Leases") pursuant to an option agreement (the "Option Purchase Agreement") with a third party (the "Owner"). American was recently deemed to be in default of the Option Purchase Agreement. In accordance with the terms and provisions of the Option Purchase Agreement, in the event of a default, American was required to automatically forfeit and transfer the Leases back to the Owner. On December 12, 2011, American transferred, delivered and assigned to the Owner all of American's interests in and to the Leases. As such, American no longer has the asset base (including the Leases) it previously had to contribute, compromising the merger with the Company. The Company has reached an agreement in principle, subject to certain conditions precedent, including entering into a definitive agreement, to purchase the Leases from the Owner.

Based on these events, the Company has determined to mutually agree with American to terminate the Merger Agreement, and effective December 21, 2011, the Company and American entered into the above-referenced Termination Agreement. In accordance with the terms and provisions of the Termination Agreement, the Company and American have agreed to release one another from any further liability as to the performance of the respective party's duties and obligations under the Merger Agreement.

On September 27, 2010, the Company approved an unsecured promissory loan of $60,000 to AEC. The note had an original maturity date of December 31, 2010 and an interest rate of 12% per annum. The maturity date of this loan was extended to October 31, 2011. Upon termination of the Merger with AEC, the loan became an unsecured promissory note due on demand. As of February 29, 2012, a total of $7,200 of interest has been accrued in connection with this loan.

F-12



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 5– STOCKHOLDERS’ EQUITY

       (a) Share Capital
The Company’s capitalization is 60,000,000 common shares with a par value of $0.0001 per share.

The directors of the Company have approved various special resolutions to undertake forward splits of the common stock of the Company as follows: 20 new shares for 1 old share which was effective March 11, 2008; 1.5 new shares for 1 old share which was effective May 29, 2008 and 2 new shares for 1 old share which was effective on July 15, 2009.

On May 26, 2010 the Company corrected an administrative oversight regarding the Company's authorized share capital in relationship to the 1.5 for 1 forward split that was effective May 28, 2008, by filing a Certificate of Change with the Nevada Secretary of State. As a result, as of May 26, 2010, the Company's authorized share capital has been increased from 400,000,000 to 600,000,000 shares of common stock, par value $0.0001 per share. There was no change to the Company's issued and outstanding share capital.

On March 22, 2010 the Board of Directors increased the allowable number of options to be granted from 1,200,000 shares to 1,500,000 shares. Effective February 23, 2012 the Company filed a Certificate of Change with the Nevada Secretary of State in order to effect a reverse split of the Company’s authorized and issued common stock on a one new share for ten old share (1:10) basis. The reverse stock split became effective under Nevada corporate law as of March 7, 2012 and with the OTC Bulletin Board at the opening of trading on March 23, 2012. As a result of the reverse stock split, the Company’s authorized share capital decreased from 600,000,000 shares of common stock to 60,000,000 shares of common stock and the Company’s issued and outstanding share capital decreased from 80,969,502 shares of common stock to 8,096,950 shares of common stock.

Unless otherwise noted, all references herein to number of shares, price per share or weighted average shares outstanding have been adjusted to reflect these stock splits on a retroactive basis.

       (b) Private Placements

On June 15, 2006, the Company issued 1,200,000 unregistered shares of common stock at $0.000143 per share for proceeds of $172.

On October 6, 2006, the Company issued 2,502,000 unregistered shares of common stock at a price of $0.00715 per share for proceeds of $17,892.

On October 15, 2007, the Company issued 2,400,000 unregistered shares of common stock at a price of $0.0085 per share for proceeds of $20,452.

Between May 1, 2008 and July 22, 2008, the Company completed a private placement of 1,200,000 unregistered units at $3.30 per unit for proceeds of $4,000,000. Of this amount, $50,000 was by way of a settlement of debt and the remaining $3,950,000 was received in cash. Each unit consists of one common share and one-half non-transferable share purchase warrant; one whole non-transferable purchase warrant is exercisable at $6.70 per share for a period of one year from the date of issuance ending on May 1, 2009.

F-13



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 5– STOCKHOLDERS’ EQUITY (continued)

       (c) Other Issuances

On July 15, 2006, the Company issued 621,000 shares of common stock at a price of $0.0071 per share on settlement of $4,440 for mineral property acquisition.

On March 17, 2009, the Company issued 500 shares of common stock at an estimated fair value of $17.80 per share as per the terms of a consulting agreement that became effective March 1, 2009.

On June 15, 2009, the Company issued 500 shares of common stock at an estimated fair value of $14.50 per share as per the terms of a consulting agreement that became effective March 1, 2009.

On April 10, 2012, the Company issued 25,000,000 shares of common stock at an estimated fair value of $0.25 per share as per the terms of the Purchase and Sale Agreement with Westrock Land Corporation ( Note 10).

       (d) Share Purchase Warrants

On April 29, 2009, the Company extended the expiration of 600,000 warrants from May 1, 2009 to June 1, 2009.

During the year ended February 28, 2010, a total of 172,950 warrants were exercised at $6.70 per share with net proceeds of $1,153,000 to the Company and the remaining 427,050 warrants expired unexercised.

NOTE 6 – STOCK OPTION PLAN

On April 7, 2008, the Board of Directors of the Company ratified, approved and adopted a Stock Option Plan for the Company allowing for the grant of up to 440,000 options to acquire common shares with terms of up to 10 years. Subsequently, the Board of Directors of the Company ratified, approved and amended the Stock Option Plan increasing the allowable grant as follows: to 760,000 options effective July 9, 2008, to 1,200,000 options effective September 22, 2009 and to 1,500,000 options effective March 22, 2010. In the event an optionee ceases to be employed by or to provide services to the Company for reasons other than cause, any Stock Option that is vested and held by such optionee may be exercisable within up to ninety calendar days after the effective date that his position ceases. No Stock Option granted under the Stock Option Plan is transferable. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one year of his death or such longer period as the Board of Directors may determine.

As approved by the Board of Directors, on April 7, 2008, the Company granted 420,000 fully vested stock options to certain officers, directors and management of the Company at $5.90 per share for terms of ten years. The total fair value of these options at the date of grant was estimated to be $2,457,000 and was determined using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 2.75%, a dividend yield of 0% and expected volatility of 260% and was recorded as a stock based compensation expense in 2009.

As approved by the Board of Directors, between July 9, 2008 and August 19, 2008, the Company granted a total of 270,000 fully vested stock options to certain officers and directors of the Company at prices ranging from $21.00 per share to $31.80 per share for terms of ten years. The total fair value of these options at the date of grant was estimated to be $7,157,685 and was determined using the Black-Scholes option pricing model with the following assumptions; expected lives of 5 years, risk free interest rates ranging from 3.07% - 3.12%, dividend yields of 0% and expected volatility of 260% and was recorded as a stock based compensation expense in 2009.

F-14



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 6 - STOCK OPTION PLAN (continued)

As approved by the Board of Directors, on November 18, 2008, the Company granted a total of 50,000 fully vested stock options to a director of the Company at $25.00 per share for terms of ten years. The total fair value of these options at the date of grant was estimated to be $1,182,500 and was determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.22%, a dividend yield of 0% and expected volatility of 260% and was recorded as a stock based compensation expense in 2009.

As approved by the Board of Directors, on February 4, 2009, the Company granted a total of 60,000 fully vested stock options to two directors of the Company at $15.00 per share for terms of ten years. The total fair value of these options at the date of grant was estimated at $1,197,000 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 1.91%, a dividend yield of 0% and expected volatility of 260% and was recorded as a stock based compensation expense in 2009.

Also effective February 4, 2009, the Company cancelled 180,000 previously granted and fully vested options to a former director at $5.90 per share and re-priced to $15.00 per share, 320,000 previously granted and fully vested options with original exercise prices ranging from $21.00 per share to $31.80 per share with all other terms remaining unchanged from the original issuances. The estimated incremental fair value resulting from the modification of these options of $8,500 was recorded as a stock based compensation expense in 2009.

As approved by the Board of Directors, on August 14, 2009, the Company granted a total of 80,000 fully vested stock options to two directors of the Company at $15.00 per share for terms of ten years. The total fair value of these options at the date of grant was estimated at $1,148,000 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.51%, a dividend yield of 0% and expected volatility of 260% and was recorded as a stock based compensation expense in 2009.

Effective September 22, 2009, the Board of Directors authorized the execution of a two-year executive service agreement with Mark Witt, the Chief Financial Officer/Treasurer of the Company (the "Executive Service Agreement"). In accordance with the terms and provisions of the Executive Service Agreement: (i) the Company would pay Mr. Witt a monthly salary of $10,000; (ii) the Company would grant an aggregate of 300,000 stock options (the "Stock Options") to Mr. Witt under its 2008 Stock Option Plan, as amended (the "Stock Option Plan"), with such terms and provisions of the grant, including exercise price and duration of exercise period, to be determined at the time of grant as follows: (a) 150,000 Stock Options would vest when the Company successfully raised equity funding in the amount of $10,000,000 and (b) 50,000 Stock Options would vest when the Company completed its listing and commences trading of its shares of common stock with a designated trading symbol (the "Trading Date") with the NYSE Amex Equities, formerly known as the American Stock Exchange ("NYSE Amex Equities"); (c) 50,000 Stock Options would vest at the one year anniversary date of the Trading Date, and (d) 50,000 Stock Options would vest at the second year anniversary date of the Trading Date. The exercise price at each vesting date would be the lesser of (a) the thirty-day weighted average price of the Company's shares of common stock prior to each of the respective vesting dates and (b) the issue price of the shares of common stock in the equity financings above. On March 23, 2010 Mr. Witt resigned as the Chief Financial Officer/Treasurer of the Company. Under the terms of his separation and release agreement with the company dated March 26, 2010, Mr. Witt was paid a severance of $77,419, and in lieu of the above mentioned stock options previously awarded being cancelled, he was granted 50,000 common stock options, exercisable for two years at an exercise price of $12.50 per share.

Effective September 22, 2009, the Board of Directors authorized the execution of a two-year executive service agreement with Michael J. Newport, the President/Chief Executive Officer and a director of the Company (the "Executive Service Agreement"). In accordance with the terms and provisions of the Executive Service Agreement: (i) the Company shall continue to pay Mr. Newport a monthly salary of $15,000; (ii) the Company would grant an aggregate of 150,000 stock options (the "Stock Options") to Mr. Newport under its 2008 Stock Option Plan, as amended (the "Stock Option Plan"), with such terms and provisions of the grant, including exercise price and duration of exercise period, to be determined at the time of grant as follows: (a) 50,000 Stock Options would vest when the Company has completed its listing and commences trading of its shares of common stock with a designated trading symbol (the "Trading Date") with the NYSE Amex Equities, formerly known as the American Stock Exchange ("NYSE Amex Equities"); (b) 50,000 Stock Options would vest at the one year anniversary date of the Trading Date, and (c) 50,000 Stock Options would vest at the second year anniversary date of the Trading Date. The exercise price at each vesting date shall be the lesser of (a) the thirty-day weighted average price of the Company's shares of common stock prior to each of the respective vesting dates and (b) the issue price of the shares of common stock in the equity financings above. As approved by the Board of Directors on April 8, 2010, the 150,000 stock options noted above were cancelled and replaced by a grant of 50,000 fully vested stock options with an exercise price of $14.70 per share for a term of 10 years.

F-15



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 6 - STOCK OPTION PLAN (continued)

Effective August 23, 2010, the Board of Directors authorized the execution of a two-year executive service agreement with Nicholas W. Atencio, the Chief Executive Officer and a director of the Company (the "Executive Service Agreement"). In accordance with the terms and provisions of the Executive Service Agreement: (i) the Company shall continue to pay Mr. Atencio a monthly salary of $25,000; (ii) the Company would grant an aggregate of 350,000 stock options (the "Stock Options") to Mr. Atencio under its 2010 Stock Option Plan, as amended (the "Stock Option Plan"), with such terms and provisions of the grant, including exercise price and duration of exercise period, to be determined at the time of grant as follows: (a) 150,000 Stock Options shall vest on the effective date of the executive services agreement at an exercise price of $4.40 per share and (b) a further 75,000 Stock Options would vest upon successful completion by the Company during the term of the executive agreement of an equity or debt financing of at least $5 million and (c) a further 75,000 Stock options would vest upon successful closing by the Company during the term of the executive services agreement of an agreement with any third party investing equity partner which allows for the initiation of drilling on the Cotton Valley/Hosston formations in the East Holly Field located in Louisiana and (d) a further 50,000 Stock Options would vest when the Company has completed its listing and commences trading of its shares of common stock with a designated trading symbol (the "Trading Date") with the NYSE Amex Equities, formerly known as the American Stock Exchange ("NYSE Amex Equities") during the term of the executive services agreement. The exercise price at each vesting date for items (b), (c) and (d) shall be equal to the 15 previous days weighted average closing share price of the Company's common shares from the date of successful completion of the requirements for vesting.

On April 8, 2010, the 150,000 stock options noted above were cancelled and replaced by a grant of 50,000 fully vested stock options with an exercise price of $14.70 per share for a term of 10 years to replace the agreement of September 22, 2009. The total fair value of these options at the date of grant was estimated at $581,900 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.64%, a dividend yield of 0% and expected volatility of 109.9% and was recorded as a stock based compensation expense in fiscal 2011.

As approved by the Board of Directors, on March 18, 2010, the Company granted a total of 100,000 stock options to a consultant of the Company at $11.50 per share for terms of ten years with such terms and provisions of the grant, including exercise price and duration of exercise period, to be determined at the time of grant as follows: (a) 10,000 Stock Options vesting immediately on effective date (b) 20,000 Stock Options vesting 90 days after effective date, (c) 20,000 Stock Options vesting 180 days after effective date and (d) 50,000 Stock Options vesting when the Company has completed its listing and commences trading of its shares of common stock with a designated trading symbol (the "Trading Date") with the NYSE Amex Equities, formerly known as the American Stock Exchange ("NYSE Amex Equities"). The total fair value of the initial 10,000 options as of March 18, 2010 was estimated at $99,660 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.44%, a dividend yield of 0% and expected volatility of 111.2% and was recorded as a stock based compensation expense in 2011. The total fair value of the second tranche of 20,000 options as of June 16, 2010 was estimated at $183,200 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.06%, a dividend yield of 0% and expected volatility of 98.3% and was recorded as a stock based compensation expense in fiscal 2012. The total fair value of the third tranche of 20,000 options as of September 14, 2010 was estimated at $75,180 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 1.43%, a dividend yield of 0% and expected volatility of 219.0% and was recorded as a stock based compensation expense in fiscal 2011.

F-16



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 6 – STOCK OPTION PLAN (continued)

As approved by the Board of Directors, on April 5, 2010, the Company granted a total of 45,000 fully vested stock options to five consultants of the Company at $14.00 per share for terms of ten years. The total fair value of these options at the date of grant was estimated at $509,040 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.75%, a dividend yield of 0% and expected volatility of 92.1% and was recorded as a stock based compensation expense in fiscal 2011.

As approved by the Board of Directors, on April 8, 2010, the Company granted a total of 150,000 fully vested stock options to two officers and directors of the Company at $15.50 per share for terms of ten years. The total fair value of these options at the date of grant was estimated at $1,733,250 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.64%, a dividend yield of 0% and expected volatility of 109.9% and was recorded as a stock based compensation expense in fiscal 2011.

On February 2, 2011, the Company granted a total of 135,000 stock options to a consultant of the Company at $7.50 per share for a term of 10 years. The total fair value of these options at the date of grant was estimated at $876,690 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 2.10%, a dividend yield of 0% and expected volatility of 107.4% and was recorded as a stock based compensation expense in fiscal 2011.

On October 20, 2011, the Company granted a total of 100,000 stock options to a consultant of the Company at $1.00 per share for a term of 10 years. The total fair value of these options at the date of grant was estimated at $85,700 and determined using the Black-Scholes option pricing model with the following assumptions; an expected life of 5 years, a risk free interest rate of 1.07%, a dividend yield of 0% and expected volatility of 105.5% and was recorded as a stock based compensation expense in fiscal 2012.

The Company’s stock option activity for the period ended February 29, 2012 is summarized as follows:

          Weighted average exercise     Weighted average remaining  
    Number of Options     Price per share     In contractual life (in years)  
                   
Balance, February 28, 2010   700,000   $  11.90     8.49  
Granted   630,000     10.20     -  
Exercised   -     -     -  
Expired / cancelled   (20,000 )   14.00     -  
                   
Balance, February 28, 2011   1,310,000     11.00     8.06  
Granted   100,000     1.00     -  
Exercised   -     -     -  
Expired/cancelled   (50,000 )   14.70     -  
                   
Balance, February 29, 2012   1,360,000   $  10.20     7.21  

F-17



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

NOTE 7– RELATED PARTY TRANSACTIONS

The balance due to related parties of $715,417 at February 29, 2012 (2011 - $136,261) is due to officers, directors, and a company controlled by a director and/or shareholder of the Company and is unsecured, non-interest bearing and payable on demand.

The Company paid a total of $410,154 in management fees to officers and directors of the Company for the year ended February 29, 2012 (2011 - $632,600).

The Company has paid $80,640 to an officer and director of the Company to provide office space and office services for the year ended February 29, 2012 (2011 - $53,840).

During fiscal 2011, a shareholder advanced $650,000 to the Company pursuant to a Demand secured Promissory Note which bears interest at 10% per annum. During the twelve months ended February 29, 2012, the shareholder advanced a further $495,000 on the same terms as the original advances. As described further in Note 3, in connection with the sale of the East Holly properties by the Company, the purchaser assumed and paid $530,000 of these amounts resulting in a total of $615,000 owing to this shareholder. In addition, as at February 29, 2012, accrued interest was $92.953 which has been included in accounts payable and accrued liabilities. The Demand Secured Promissory Note had a due date of June 30, 2011. The due date was subsequently extended to July 31, 2011 and is currently due on demand. The Company entered into a general security agreement with the Secured Party in connection with this Demand Secured Promissory Note, and pursuant to the terms of the general security agreement, the Company filed UCC-1 financing statements in Louisiana, Mississippi and Texas and a Personal Property Security Act filing in British Columbia.

NOTE 8 – INCOME TAXES

The Company has adopted the FASB ASC 740-10, “Income Taxes”. As of February 29, 2012, February 28, 2011, and February 28, 2010, the Company had net operating loss carry forwards of approximately $6,161,601; $4,805,750 and $4,779,401, respectively that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.

During the year ended February 29, 2012 the Company realized a gain for tax purposes in connection with the discontinued operations disposal as described in Note 9. After utilizing all of the then available operating loss carryforwards, the Company had an estimated tax liability of approximately $2,600,000. This tax liability was further reduced to $Nil through the utilization of a portion of the operating loss carryforwards that resulted from operations from the date of the disposal through February 29, 2012.

The provision for income taxes consisted of the following components for the years ended February 29, 2012 February 28, 2011 and February 28, 2010:

  2012 2011 2010
Current:      
     Federal 35.0% 35.0% 35.0%
     State 0.0% 0.0% 0.0%
Deferred: - - -
Total income tax provision 35.0% 35.0% 35.0%

Components of net deferred tax assets, including a valuation allowance, are as follows at February 29:

F-18



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

     2012      2011      2010  
Deferred tax assets:                  
Net operating loss carryforward $  6,161,601   $ 4,805,750   $ 4,779,401  
                   
Total deferred tax assets $ 2,156,560   $ 1,682,013   $ 1,672,790  
Less: Valuation Allowance   (2,156,560 )   (1,682,013 )   (1,672,790 )
                   
Net Deferred Tax Assets $  -   $  -   $  -  

The valuation allowance for deferred tax assets as of February 29, 2012, February 28, 2011 and February 28, 2010 was $2,156,560, $1,682,013 and $1,672,790, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of February 29, 2012, February 28, 2011 and February 28, 2010.

NOTE 9 – SUPPLEMENTAL CASH FLOW INFORMATION

The Company’s supplemental cash flow information and non-cash investing and financing activities for the period are as follows:

                        Inception  
            Year Ended            (May 12, 2006)
       February 28,     to February 29,  
      2012     2011     2010     2012  
                           
  Cash paid for interest $  -   $  172,458   $  201,159   $  373,617  
  Cash paid for income taxes $  -   $  -   $  -   $  -  
  Common stock issued for acquisition of mineral property $  -   $  -   $  -   $  4,440  
  Common stock issued for consulting fees $  -   $  -   $  16,125   $  16,125  
  Common stock issued for satisfaction of liability $  -   $  -   $  -   $  50,000  
  Oil and gas properties acquired through change in A/P $  173,085   $ 2,875,912   $  -   $  3,048,997  
  Donated services and rent $  -   $  -   $  -   $  14,420  

NOTE 10 –CONTINGENCIES

A complaint was filed in the second judicial district court in Washoe County, Nevada by Avasha Group, Ltd. ("Avasha") on November 18, 2009 (such complaint as amended November 23, 2009) against the Company and certain other unnamed defendants. Avasha alleges that on or about April 21, 2008, Avasha entered into private placement subscription agreement with the Company to purchase 500,000 units from the Company (with each unit consisting of one share of the Company's common stock and one-half of one stock purchase warrant, together, the "Securities") for a total purchase price of $500,000. Avasha alleges that it paid such purchase price to the Company but the Securities were not delivered to Avasha. Avasha alleges that it is entitled to delivery of such Securities, as adjusted to take into account subsequent stock split(s) by the Company. The Company believes that this claim is without merit and intends to vigorously defend this matter. There has been no change in the status of this matter during the period covered by this report.

On June 2, 2011, R& R Rentals and Hotshot, Inc. (“R&R Rentals”) filed a complaint against Mainland in the county court of the second judicial district of Jones County, Mississippi. R&R Rentals, which alleges that it is engaged in the business of furnishing equipment and services for use in oilfield work, alleges that it furnished certain goods, equipment and services to Mainland with a value of $73,500. R&R Rentals is seeking a judgement for $73,500 plus $24,500 as attorney fees. On October 11, 2011, the court entered a judgment in favor of R&R Rentals for the principal sum of $73,500, attorneys' fees of $2,500, and interest on the principal amount of 4% per year from January 1, 2011. This amount has been accrued for as of February 29, 2012.

F-19



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

On July 29, 2011, Frank's Casing Crew & Rental Tools, Inc. filed a complaint against the Company in the County Court of Jones County, Mississippi, First Judicial District, alleging that the Company owed Frank's Casing $42,454 for services rendered under an oral material and services contract, together with interest thereon at a rate of 1% per month since March 11, 2011. The parties agreed to a settlement of this matter, and on November 2, 2011, the court issued a Consent Order pursuant to which the Company is required to pay the plaintiff $43,454 on or before December 2, 2011. As of January 16, 2012, the Company had not made this payment. The Consent Order provides that in the event the Company does not pay such amount by December 2, 2011, the settlement agreement between the parties shall be rescinded and the plaintiff's attorney shall submit and affidavit of such fact to the court, upon which the court shall enter a final judgment against the Company in the amount of $42,454, together with interest thereon at the rate of 10% per annum from April 6, 2011, and attorney's fees in the amount of 25% of the final judgment amount, together with interest thereon in the amount provided by law from the date such final judgment is entered. This amount has been accrued for as of February 29, 2012.

On August 26, 2011, Richard E. Johnson, Inc. filed a complaint against the Company in the Circuit Court of Jefferson County, Mississippi, alleging that the Company owed Johnson $97,464 for purchases of fuel by the Company from Johnson. Johnson has also alleged that it is entitled to unspecified interest and attorneys fees. As of February 29, 2012, the litigation is pending.

In June and July 2011, five (5) liens were filed in the real property records of Jefferson County, Mississippi, against the Company's Buena Vista project relating to alleged payments owed by the Company to five creditors in an aggregate amount of approximately $1,155,000.

On July 21, 2011, Baker Hughes Oilfield Operations, Inc., Baker Oil Tools and Baker Hughes INTEQ (collectively referred to as "Baker Hughes"), filed a complaint against the Company in the Circuit Court of Jefferson County, Mississippi, alleging that the Company owed Baker Hughes $306,054.10 for the provision of oilfield materials and related services to the Company from October 2010 through January 2011 for the Burkley-Phillips Well No. 1 and its 1280-acre unit located in Jefferson County, Mississippi (the well and said unit collectively referred to as the "Property"). On November 20, 2011, Baker Hughes filed a motion for summary judgment. In January 2012, the court granted the plaintiffs' motion for summary judgment and entered a judgment for Baker Hughes against the Company in the total amount of $379,975.79 (consisting of $306,054.10 in principal amount due, pre-judgment interest in the amount of $23,713.29, attorney's fees of $50,000 and other costs of $208.40) . The judgment shall bear post-judgment interest at a rate of 8% per year until paid, and the Property is subject to a statutory lien that is enforceable toward the satisfaction of the judgment. This amount has been accrued for as of February 29, 2012.

On November 10, 2011, Smith International Inc. ("Smith") filed a complaint against the Company in the District Court of Harris County, Texas, alleging that the Company owed Smith $16, 462.89 for services rendered by Smith. On May 4, 2012, Smith and the Company agreed to a judgment against the Company for services rendered in the total amount of $22,131.98 ( consisting of $16,462.89 in principal amount due, pre-judgment interest in the amount of $1,169.09 and attorney's fees in the amount of $4,500. The judgment shall bear post-judgment interest at a rate of 6% per year until paid and there are contingent attorneys' fees in the event of an appeal in the amount of $7,500 for an appeal to the Court of Appeals and an additional $7,500 in the event that the Company further appeals to the Supreme Court of Texas.

On October 25, 2011, Weathorford International Inc. ("Weathorford") filed a complaint against the Company in the District Court of Harris County, Texas, alleging that the Company owed Weathorford $141,784.82 for services rendered by Weathorford. On May 4, 2012, Weathorford and the Company agreed to a judgment against the Company for services rendered in the total amount of $157,588.14 ( consisting of $141,784.82 in principal amount due, pre-judgment interest in the amount of $10,803.32 and attorney's fees in the amount of $5,000. The judgment shall bear post-judgment interest at a rate of 6% per year until paid and there are contingent attorneys' fees in the event of an appeal in the amount of $7,500 for an appeal to the Court of Appeals and an additional $7,500 in the event that the Company further appeals to the Supreme Court of Texas.

F-20



MAINLAND RESOURCES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2012, FEBRUARY 28, 2011
(Audited)

On May 23, 2012, Quality Drilling Fluids Inc. ("Quality Drilling") filed a complaint against the Company in the US District Court for the Southern District of Mississippi, alleging that the Company owed Quality Drilling $659,433.57 for provision of various muds and chemicals used in the drilling of the Burkley-Phillips #1 well. Quality Drilling has alleged that it is entitled to unspecified interest and attorney's fees. The litigation is pending as of the date of this report.

On May 29, 2012, Rig Managers Inc. ("Rig Managers") filed a complaint against the Company in the Circuit Court of Jefferson County, Mississippi, alleging that the Company owed Rig Managers $54,763.39 for services including supervision of drilling activities during the drilling of the Burkley-Phillips #1 well. Rig Managers has alleged that it is entitled to unspecified interest and attorney's fees. The litigation is pending as of the date of this report.

NOTE 10 - SUBSEQUENT EVENTS

Effective with the OTC Bulletin Board at the opening for trading on March 23, 2012, Mainland Resources Inc. (the "Company") effected a reverse stock split of its authorized and issued and outstanding shares of common stock on a one new share for ten old shares basis (1:10) (the "Reverse Split"). The Reverse Split was effective under Nevada corporate law as of March 7, 2012, pursuant to the Certificate of Change that was previously filed with the Nevada Secretary of State on February 23, 2012, which is attached as an exhibit to this Current Report on Form 8-K.

As a result of the Reverse Split, the Company's authorized share capital decreased from 600,000,000 shares of common stock to 60,000,000 shares of common stock and correspondingly, the Company's issued and outstanding share capital decreased from 80,969,502 shares of common stock to 8,096,950 shares of common stock.

On March 28, 2012, Mainland Resources, Inc. (the "Company") entered into a Purchase and Sale Agreement (the "Agreement") with Westrock Land Corporation ("Westrock"). Pursuant to the Agreement the Company agreed to purchase certain oil and gas properties and assets located in the State of Texas from Westrock (collectively, the "Assets").

Pursuant to the Agreement the Company issued 25,000,000 shares of common stock, par value $0.001 per share, having a value equal to $6,250,000, to Westrock in order to acquire the Assets.

F-21



ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of February 29, 2012, we carried out an evaluation, under the supervision and with the participation of our President/Chief Executive Officer and our Chief Financial Officer of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based on this evaluation, our President/Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of February 29, 2012.

Management’s Annual Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we evaluated the effectiveness of our internal control over financial reporting as of February 29, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based upon this assessment, our management determined that our internal control over financial reporting as of February 29, 2012 was not effective.

Management identified the following material weaknesses in internal control over financial reporting: the Company does not maintain an adequate purchasing/accounts payable system and does not adequately and timely apply closing procedures. Management has resolved these weaknesses by instituting improved and timely monthly reconciliations between joint interest billings and recorded accounts payables as well as improving the management review process for closing to ensure any adjustments are identified and recorded in a timely basis. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management’s report.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter of our fiscal year ended February 29, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

Not applicable.

39


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Current Directors and Officers of Mainland

All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Our directors and executive officers, their ages and positions held are as follows:

Name   Age   Position with Company
Michael J. Newport   57   President, Chief Executive Officer and a director
William D. Thomas   60   Secretary/Treasurer, Chief Financial Officer and a director
Peter G. Wilson   43   Director
Gerry Jardine   60   Director

Business Experience

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he or she was employed, and including other directorships held in reporting companies.

Michael J. Newport. Mr. Newport has been our President since February 29, 2008, and served as our Chief Executive Officer between February 29, 2008 and August 23, 2010. Mr. Newport previously served as a director of our Company from February 29, 2008 until December 3, 2009. Mr. Newport was reappointed as our Chief Executive Officer and as a director effective February 14, 2011.

Mr. Newport has over thirty years of experience in all phases of oil and gas land management with expertise in acquisitions, operations, divestitures, agreement preparation, negotiations, CAD mapping and broker supervision. He started his career with Amoco in their New Orleans office in May 1979 where he spent two years. Mr. Newport was actively involved in supervising brokers and writing all forms of land contracts for North and South Louisiana, Mississippi, Alabama and Florida. He then became a district landman for Harkins & Company in their Jackson, Mississippi office where he spent four years assembling drilling prospects and all land activities associated with operations in Mississippi, Alabama, Florida and Louisiana. The next four years were spent in Harkin’s Oklahoma City office where he had the same responsibilities for Oklahoma and Arkansas as well as Mississippi, Alabama, Florida and Louisiana. Mr. Newport then joined Greenhill Petroleum in 1989 in Houston, Texas, where he was the land manager for six years in their Permian Basin Region. In addition to land management activities, Mr. Newport was responsible for acquisitions and divestitures. After leaving Greenhill, Mr. Newport has spent the last sixteen years managing brokers for West Texas, South Texas, East Texas, Oklahoma and North Louisiana as well as performing all landman management activities for various operators actively drilling and completing wells in these areas.

Mr. Newport received a BBA in Finance in June of 1977, an MBA degree in August of 1978 and also completed hours for a Petroleum Land Management degree in May of 1979, all from the University of Oklahoma.

William D. Thomas. Mr. Thomas has served as our Chief Financial Officer and Secretary/Treasurer from July 9, 2008 until September 22, 2009 and from March 26, 2010 to the present. In addition, Mr. Thomas has served as a director of our Company since September 22, 2009. Mr. Thomas has over thirty years of experience in the finance and accounting areas for the natural resource sector. Currently, Mr. Thomas is also the Chief Financial Officer, Secretary, Treasurer and a Director of Tresoro Mining Corp. (OTCBB: TSOR), the Chief Financial Officer. Secretary, Treasurer and a Director of Sono Resources Inc. (OTCBB: SRCI) and the Chief Financial Officer, Secretary and Treasurer of Morgan Creek Energy, Inc. (OTCBB: MCKE), Nevada corporations that are quoted on the OTC Bulletin Board. Mr. Thomas has held various successive management positions with Kerr McGee Corporation’s China operations based in Beijing, China, ending in 2004 with his final position as Director of Business Services. For a brief period after leaving Kerr McGee, Mr. Thomas acted as a self-practitioner in the accounting and finance field. In July 2007 Mr. Thomas took on the role of Chief Financial Officer for two public resource companies; Hana Mining Inc. (TSX-V: HMG) and NWT Uranium Corp (TSX-V: NWT; OTCBB: NWURF). Mr. Thomas resigned from NWT Uranium Corp. and Hana Mining Inc in July, 2008 and March, 2010 respectively.

40


Mr. Thomas was previously general manager (1999-2002), and finance and administration manager (1996-1999), of Kerr McGee’s China operations. While in China, Mr. Thomas was responsible for finance, including Sarbanes Oxley reporting, budgeting, treasury, procurement, taxation, marketing, insurance and business development, including commercial negotiations with the Chinese partner, China National Offshore Oil Co (CNOOC), and other Chinese and joint venture partners. Mr. Thomas focused heavily on supporting exploration and development operations for three operated blocks in Bohai Bay, as well as evaluation and negotiation of new venture blocks in the East China Sea and the South China Sea. He was also responsible for the liaison with CNOOC and other Chinese oil companies, Kerr McGee US management and joint venture partners, where his main focus was to ensure cost effective and timely achievement of various approved work programs and budgets. He was also Chief Representative for Kerr McGee on the Joint Management Committee. Mr. Thomas previously worked as finance director of Kerr McGee’s UK operations based in London/Aberdeen (1992-1996), and Kerr McGee’s Canadian operations in Calgary, Alberta, Canada (1984-1992), including the predecessor company, Maxus Canada Ltd, which was acquired by Kerr McGee Ltd. Over the course of his career Mr. Thomas has been involved in all aspects of managing accounting, budgeting, human resources, administration, insurance, taxation and other business support aspects surrounding gas properties for Kerr McGee. Mr. Thomas was responsible to ensure compliance with COPAS, SEC, FASB and international accounting regulations. He participated on a team that developed the Oracle accounting system application to the Kerr McGee’s worldwide operations. He was most notably involved in that company’s initial entry into both China and the UK North Sea start ups of local and expatriate personnel that eventually developed into core areas (over $1 billion in value) for Kerr McGee, including the company’s first operated offshore oil fields in China (CFD 1-1) and the UK (Gryphon).

In his early career Mr. Thomas also held senior management positions in the finance divisions of Norcen Energy Ltd., of Calgary, Alberta (1981-1984), Denison Mines Ltd, of Ontario, Canada (1978-1981), and Algoma Steel Corporation, of Sault Ste Marie, Ontario, Canada (1977). He was also a Senior Auditor for the accounting firm, Coopers & Lybrand, in Toronto, Canada (1975-1977).

Mr. Thomas attained his Chartered Accountant (CA) designation from the Canadian Institute of Chartered Accountants in 1977. He holds an Honors Bachelor of Commerce and Finance from the University of Toronto, Ontario, Canada.

Peter G. Wilson. Mr. Wilson has served as our Vice President of Business Development (not an executive officer position) and a member of our Board of Directors since December 3, 2009. For nearly twenty years, Mr. Wilson has been involved in senior level management of public companies through his private investment company. His experience spans a wide range of project finance, development and contract negotiations within the mining, energy and real estate industries. Mr. Wilson’s business experience includes international assignments in the United Kingdom, Canada, the United States, Switzerland and Norway. Mr. Wilson has worked extensively with overseas investor groups and within the E & P market in Louisiana, Texas and Oklahoma. From April 2011 to the present, Mr. Wilson has served as President, Chief Executive Officer and a Director of Sono Resources Inc, a Nevada corporation quoted on the OTC Bulletin Board. From approximately October 2008 until May 2012, Mr. Wilson served as the President/Chief Executive Officer and a Director of Morgan Creek Energy Corp., a Nevada corporation that is quoted on the OTC Bulletin Board. From April 2007 through October 2009, Mr. Wilson was the president and a director of Hana Mining Ltd., a publicly TSX-V listed exploration company seeking to develop a copper-silver resource in Botswana, Africa. Additionally, during 2005 and 2006, he served as the president and chief executive officer of Sun Oil and Gas Corp., and from 1997 to 2005, Mr. Wilson was a director and vice president of Petroreal Oil Corp., a small oil producer engaged in energy asset purchases. From 1993 to 1999, Mr. Wilson was the vice president of Samoth Equity Corporation (now Sterling Center Corp.), a real estate lender, where he began his involvement with capital markets and finance.

41


Gerry Jardine. Mr. Jardine has served on our Board of Directors since May 18, 2011. Mr. Jardine has worked in corporate finance and administration for public companies for the past 30 years and has considerable experience in fund raising for public companies. Since 1989, he has been President and principal shareholder of Amcan Fiscal Consultants, a private management consulting company based in Vancouver, British Columbia. Mr. Jardine founded and has served as Director and Officer of TSX Venture Exchange, NASDAQ and OTC Bulletin Board companies primarily within the research and development, mineral resource and oil and gas sectors. His responsibilities have included acquisitions, funding, and corporate governance and investor relations functions. Mr. Jardine has also served as a director of Mercer Gold Corporation since May 2011.

Family Relationships

There are no family relationships among our directors or officers.

Involvement In Certain Legal Proceedings

To the best of our knowledge and belief, none of our directors or executive officers has been involved in any of the following events during the past ten years that is material to an evaluation of the ability of such person to serve as an executive officer or director of our Company:

  1.

a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

       
  2.

such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

       
  3.

such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

       
  (i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

42



  (ii)

engaging in any type of business practice; or

     
  (iii)

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


  4.

such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3(i) above, or to be associated with persons engaged in any such activity;

     
  5.

such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

     
  6.

such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

     
  7.

such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


  (i)

any Federal or State securities or commodities law or regulation;

   

  (ii)

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

   

  (iii)

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


  8.

such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the United States Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

The Company is not aware of any material legal proceedings in which any of the following persons is a party adverse to the Company or has a material interest adverse to the Company: (a) any current director, officer, or affiliate of the Company, or any owner of record or beneficial owner of more than five percent of any class of voting securities of the Company; (b) any person proposed for appointment or election as a director or officer of our Company; or (c) any associate of any such person.

43


Compliance with Section 16(A) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended February 29, 2012.

Code of Ethics

We have adopted a Code of Conduct that applies to all of our executive officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Our Code of Conduct has been filed as an Exhibit to our Annual Report on Form 10-K for the year ended February 28, 2010.

Audit Committee

As of the date of this Annual Report, Mr. Wilson and Mr. Thomas have been appointed as members to our Audit Committee. Mr. Wilson is “independent” within the meaning of Rule 10A-3 under the Exchange Act and is also a financial expert. The Audit Committee operates under a written audit committee charter adopted by the Board of Directors on February 4, 2009 and revised on May 19, 2010.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview Of Compensation Process

As of the date of this Annual Report, we do not have a separate Compensation Committee; our Board of Directors serves as our Compensation Committee. We intend to appoint a Compensation Committee in the near future, and note that we have established a written charter that will govern the Compensation Committee, which charter was adopted by the Board of Directors pursuant to a written consent resolutions signed by all the members of the Board of Directors on February 4, 2009 and revised on May 19, 2010.

In the absence of a separately designated Compensation Committee, our Board of Directors is responsible for setting the compensation of our executive officers, evaluating the performance of our executive officers and administering our equity-based incentive plans and deferred compensation plan, among other things.

In the absence of a separately designated Compensation Committee, our Board of Directors annually reviews executive compensation and our compensation policies to ensure that the Chief Executive Officer and the other executive officers are rewarded appropriately for their contributions to us and that the overall compensation strategy supports the objectives and values of our organization, as well as stockholder interests. The Board of Directors will conduct this review and compensation determination through a comprehensive process involving a series of meetings typically occurring in the first quarter of each year.

Compensation Philosophy

The fundamental objective of our executive compensation policies is to attract, retain and motivate executive leadership for us that will execute our business strategy, uphold our values and deliver results and long-term value to our stockholders. Accordingly, we seek to develop compensation strategies and programs that will attract, retain and motivate highly qualified and high-performing executives through compensation that is:

44



  (i)

Performance Based: a significant component of compensation should be determined based on whether or not we meet certain performance criteria that in the view of our Board of Directors are indicative of our success;

     
  (ii)

Stockholder Based: equity incentives should be used to align the interests of our executive officers with those of our stockholders;

     
  (iii)

Fair: compensation should take into account compensation among similarly situated companies, our success relative to peer companies and our overall pay scale.

Our compensation philosophy for an executive officer emphasizes an overall analysis of the executive’s performance for the year, projected role and responsibilities, required impact on execution of our strategy, external pay practices, total cash and total direct compensation positioning, and other factors we deem appropriate. Our philosophy also considers employee retention, vulnerability to recruitment by other companies and the difficulty and costs associated with replacing executive talent. Based on these objectives, compensation programs for similarly situated companies and our philosophies, we have determined that we should provide our executive officers compensation packages composed of the following elements: (i) base salary, which reflects individual performance and is designed primarily to be competitive with salary levels at comparably sized companies; and (ii) long-term stock-based incentive awards which strengthen the mutuality of interests between executive officers and our stockholders.

Summary Compensation Table

The following table sets forth the compensation paid during our fiscal years ended February 29, 2012, and February 28, 2011 to any individual who served as our principal executive officer or principal financial officer during those years (the “Named Executive Officers”). We have no other executive officers other than our principal executive officer and our principal financial officer.

45


Summary Compensation Table

                            Nonqualified        
                        Nonequity   Deferred   All Other    
                Stock       Incentive Plan   Compensation   Compensa    
Name and       Salary   Bonus   Awards   Option Awards   Compensation   Earnings   tion   Total
Principal Position   Year   ($)   ($)   ($)   ($)(1)   ($)   ($)   ($)   ($)
                                     
Michael Newport,   2012   $180,000   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $180,000
President/CEO(2)   2011   $180,000   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $180,000
    2010   $160,000   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $160,000
                                     
William Thomas,   2012   $57,177   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $57,177
Treasurer, Secretary and CFO(3) 2011 $139,706 $-0- $-0- $-0- $-0- $-0- $-0- $139,706
    2010   $17,372   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $17,372
                                     
Nicholas Atencio   2012   N/A   N/A   N/A   N/A   N/A   N/A   N/A   N/A
former CEO(4)   2011   $172,426   $-0-   $-0-   $471,450   $-0-   $-0-   $-0-   $643,876
    2010   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-
                                     
Mark Witt,   2012   N/A   N/A   N/A   N/A   N/A   N/A   N/A   N/A
former Secretary, Treasurer and CFO(5) 2011 $-0- $-0- $-0- $-0- $-0- $-0- $-0- $-0-
    2010   $56,667   $-0-   $-0-   $-0-   $-0-   $-0-   $-0-   $56,667

Notes:

1.

This amount represents the fair value of these Stock Options at the date of grant which was estimated using the Black- Scholes option pricing model.

   
2.

Mr. Newport was appointed as our President/Chief Executive Officer on February 29, 2008. Mr. Newport was succeeded by Mr. Atencio as our Chief Executive Officer on August 23, 2010, but continued to serve as our President. He was reappointed as our Chief Executive Officer upon Mr. Atencio’s resignation effective February 14, 2011.

   
3.

Mr. Thomas has served as our Chief Financial Officer and Secretary/Treasurer from March 26, 2010 to the present.

   
4.

Mr. Atencio served as our Chief Executive Officer from August 23, 2010 through the date of his resignation on February 14, 2011.

   
5.

Mr. Witt served as our Chief Financial Officer and Secretary/Treasurer from September 22, 2009 until March 26, 2010.

Grants of Plan-Based Awards Table

There were no options awards to our Named Executive Officers during our fiscal year ended February 29, 2012.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information as at February 29, 2012 relating to outstanding equity awards held by the Named Executive Officers as of that date, adjusted to take into account the Company’s 1:10 reverse stock split effective March 23, 2012.

46



    Option Awards   Stock Awards
                                     
                                    Equity
                                Equity   Incentive
            Equity                   Incentive   Plan
            Incentive                   Plan   Awards:
            Plan                   Awards:   Market or
    Number of       Awards:                   Number   Payout
    Securities       Number of                   of   Value of
    Underly-   Number of   Securities           Number   Market   Unearned   Unearned
    ing   Securities   Under-           of Shares   Value of   Shares,   Shares,
    Unexer-   Underlying   lying           or Units   Shares or   Units or   Units or
    cised   Unexercised   Unexer-           of Stock   Units of   other   other
    Options   Options   cised   Option   Option   that have   Stock that   Rights   Rights
    Exer-   Unexer-   Unearned   Exercise   Expi-   not been   have Not   that have   that have
    cisable   cisable   Options   Price   ration   vested   Vested   not Vested   not Vested  
Name   (#)   (#)   (#)   ($)   Date   ($)   ($)   (#)   (#)
                                     
Michael Newport   180,000   -0-   -0-   $5.80   4/7/2018   -0-   -0-   -0-   -0-
    30,000   -0-   -0-   $15.00   2/4/2019   -0-   -0-   -0-   -0-
    150,000   -0-   -0-   $14.70   4/7/2020   -0-   -0-   -0-   -0-
                                     
William Thomas   150,000   -0-   -0-   $15.00   7/9/2018   -0-   -0-   -0-   -0-
                                     
Nicholas Atencio   150,000   -0-   -0-   $4.40   8/23/20   -0-   -0-   -0-   -0-
                                     
Mark Witt   50,000   -0-   -0-   $12.50   3/23/2012   -0-   -0-   -0-   -0-

Option Exercises and Stock Vested

During our fiscal year ended February 29 2012, there were no exercises of stock options, SARs or similar instruments, or vesting of any stock by any of our Named Executive Officers.

Pension Benefits

We do not provide pension benefits.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

We do not have any nonqualified contribution or other nonqualified deferred compensation plans.

Potential Payments upon Termination or Change-in-Control

We have no other agreement or arrangement with any of our Named Executive Officers that provides for payment upon termination or change-in-control.

Compensation of Directors

The following table sets forth information relating to compensation paid to our directors during fiscal year ended February 29, 2012:

47









Name
 

Fees
Earned
or Paid
in Cash
($)
 



Stock
Awards
($)
 



Option
Awards
($)
 


Non-Equity
Incentive Plan
Compensation
($)
  Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
 



All Other
Compensation
($)
 




Total
($)
Michael J. Newport(1)   $180,000   N/A   N/A   N/A   N/A   N/A   $180,000
                             
William D. Thomas(2)   57,177   N/A   N/A   N/A   N/A   N/A   57,177
                             
Peter G. Wilson   22,977   -0-   -0-   -0-   -0-   -0-   $22,977
                             
Gerry Jardine(3)   -0-   -0-   -0-   -0-   -0-   -0-   -0-
                             
Simeon King Horton(4)   -0-   -0-   -0-   -0-   -0-   -0-   -0-
                             
Angelo Viard (5)   -0-   -0-   -0-   -0-   -0-   -0-   -0-
                             
Rahim Jivraj(6)   -0-   -0-   -0-   -0-   -0-   -0-   -0-

Notes:

1.

Mr. Newport serves as a Named Executive Officer. Information regarding compensation paid to him is included in the Summary Compensation Table above rather than in this table.

   
2.

Mr. Thomas serves as a Named Executive Officer. Information regarding compensation paid to him is included in the Summary Compensation Table above rather than in this table.

   
3.

Mr. Jardine became a director on May 18, 2011.

   
4.

Ms. King Horton resigned as a director on February 27, 2012.

   
5.

Mr. Viard resigned as a director on August 30, 2012.

   
6.

Mr. Jivraj resigned as a director on May 18, 2011.

Employment And Consulting Agreements

Michael J. Newport

Effective September 22, 2009, the Board of Directors authorized the execution of a two-year Executive Services Agreement with Michael J. Newport, the President and Chief Executive Officer of Mainland. In accordance with the terms and provisions of the Executive Services Agreement, the Company agreed to continue to pay Mr. Newport a monthly salary of $15,000, and the Company granted an aggregate of 150,000 stock options to Mr. Newport under its 2008 Stock Option Plan, as amended, subject to vesting as follows: (a) 50,000 stock options were to vest when the Company completes a listing and commences trading of its shares of common stock with the NYSE Amex Equities Exchange, formerly known as the American Stock Exchange (“NYSE Amex Equities”); (b) 50,000 stock options were to vest at the one year anniversary date of such listing, and (c) 50,000 stock options were to vest at the second year anniversary date of such listing. The exercise price at each vesting date was to be the lesser of (a) the thirty-day weighted average price of the Company’s shares of common stock prior to each of the respective vesting dates and (b) the issue price of the shares of common stock in the equity financings above.

On April 8, 2010, the 150,000 stock options granted to Mr. Newport were cancelled and replaced by a grant of 150,000 fully vested stock options with an exercise price of $14.70 per share, exercisable for a term of 10 years. The total fair value of these options at the date of grant was estimated at $581,900 and determined using the Black-Scholes option pricing model with the following assumptions: an expected life of 5 years, a risk free interest rate of 2.64%, a dividend yield of 0% and expected volatility of 109.9% and was recorded as stock based compensation expense in fiscal 2011.

Pursuant to the terms of the Executive Services Agreement, Mr. Newport agreed to continue to provide services to the Company in the capacity as the President and Chief Executive Officer, and to provide consulting advice on exploration strategies, management and operational service considerations. Mr. Newport resigned as Chief Executive Officer effective August 23, 2010 in order to facilitate the appointment of Nicholas W. Atencio to that office. Mr. Newport continued to serve the Company as President at that time.

48


Mr. Newport was reappointed as Chief Executive Officer and a director effective February 14, 2011, and is also the President of our Company.

William Thomas

We do not have a written contractual arrangement with our Treasurer/Chief Financial Officer, William Thomas; however, we pay him a month to month salary of approximately $5,000.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of June 8, 2012 regarding the beneficial ownership of our common stock by:

  • each person who is known by us to beneficially own more than 5% of our shares of common stock; and

  • each named executive officer, each director and all of our directors and executive officers as a group.

The number of shares beneficially owned and the percentage of shares beneficially owned are based on 33,096,949 shares of common stock outstanding as of June 8, 2012.

For the purposes of the information provided below, shares that may be issued upon the exercise or conversion of options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following June 8, 2012, are deemed to be outstanding and beneficially owned by the holder for the purpose of computing the number of shares and percentage ownership of that holder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

49



 Name And Address Of Beneficial   Amount And Nature Of Beneficial   Percentage Of Beneficial
Owner   Ownership(1)   Ownership(1)
         
Michael J. Newport        
21 Waterway Avenue, Suite 300        
The Woodlands, Texas 77380   423,999 (2)   1.3%
         
William D. Thomas        
21 Waterway Avenue, Suite 300        
The Woodlands, Texas 77380   159,000 (3)   *
         
Peter G. Wilson        
21 Waterway Avenue, Suite 300        
The Woodlands, Texas 77380   130,000 (4)   *
         
Gerry Jardine        
21 Waterway Avenue, Suite 300        
The Woodlands, Texas 77380   Nil   Nil
         
All executive officers and directors as a group (4 persons)   712,999 (5)   2.1%
         
Westrock Land Corporation        
14001 North Dallas Parkway, Suite        
1200, Dallas, Texas 75240   25,000,000   75.5%

Notes:

* Less than one percent.
   
1.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of June 8, 2012, that being 33,096,949 shares.

   
2.

This figure includes: (i) 63,999 shares of common stock; (ii) 180,000 Stock Options to purchase 180,000 shares of our common stock at an exercise price of $5.80 per share expiring on April 7, 2018; (iii) 30,000 Stock Options to purchase 30,000 shares of our common stock at an exercise price of $15.00 per share expiring on February 4, 2019; and (iv) 150,000 Stock Options to purchase 150,000 shares of our common stock at an exercise price of $14.70 per share expiring on April 7, 2020.

   
3.

This figure includes 9,000 shares of common stock and 150,000 Stock Options to purchase 150,000 shares of our common stock at an exercise price of $15.00 per share expiring on July 9, 2018.

   
4.

This figure includes 30,000 shares of common stock and 100,000 Stock Options to purchase 100,000 shares of our common stock at an exercise price of $15.50 per share expiring on April 8, 2020.

   
5.

This figure includes: (i) 102,999 shares of common stock and (ii) 610,000 Stock Options to purchase 610,000 shares of our common stock.

Changes In Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Except for the transactions described below, we have not had any transactions since the beginning of our fiscal year ended February 29, 2012, nor do we have any currently proposed transactions, in which we were or are to be a participant and the amount exceeds the lesser of (i) $120,000 or (ii) 1% of the average of our total assets at year end for our last two fiscal years, and in which any of our directors, officers or principal stockholders, or any associate or affiliate of the foregoing, had or will have any material interest, direct or indirect.

50


The Company paid a total of $410,454 in management and rent fees-related party to officers and directors of the Company for the fiscal year ended February 29, 2012 (2011 - $632,600).

During fiscal 2011, a shareholder advanced $650,000 to the Company pursuant to a Demand secured Promissory Note which bears interest at 10% per annum. During the fiscal year ended February 29, 2012, the shareholder advanced a further $495,000 on the same terms as the original advances. In connection with the sale of the East Holly properties by the Company, the purchaser assumed and paid $530,000 of these amounts resulting in a total of $615,000 owing to this shareholder. In addition, as at February 29, 2012, accrued interest was $92,953 which has been included in accounts payable and accrued liabilities. The Demand Secured Promissory Note had a due date of June 30, 2011. The due date was subsequently extended to July 31, 2011 and is currently due on demand. The Company entered into a general security agreement with the Secured Party in connection with this Demand Secured Promissory Note, and pursuant to the terms of the general security agreement, the Company filed UCC-1 financing statements in Louisiana, Mississippi and Texas and a Personal Property Security Act filing in British Columbia.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

De Joya Griffith & Company, LLC serve as our independent registered public accounting firm and audited our financial statements for the fiscal years ended February 29, 2012 and February 28, 2011. Aggregate fees for professional services rendered to us by our auditors are set forth below:

    Year Ended     Year Ended  
    February 29, 2012     February 28, 2011  
Audit Fees $  52,637   $  50,394  
Audit-Related Fees   -     -  
Tax Fees   -     -  
All Other Fees   -     -  
Total $  52,637   $  50,394  

Audit Fees. Aggregate fees for professional services in connection with the audit of our annual financial statements and the quarterly reviews of our financial statements included in our quarterly reports.

Audit-Related Fees. Our auditors provided audit-related services to us in connection with the review of other regulatory filings.

Tax Fees. Our auditors did not provide tax preparation services.

All Other Fees. Our auditors did not provide any other services to us other than those described above.

51


Pre-Approval of Services by the Independent Auditor

The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company’s independent auditor, De Joya Griffith & Company, LLC. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by De Joya Griffith & Company, LLC. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by De Joya Griffith & Company, LLC which are not encompassed by the Audit Committee’s annual pre-approval and are not prohibited by law. The Audit Committee has approved all of the audit and permitted non-audit services performed by De Joya Griffith & Company, LLC in the year ended February 29, 2012.

PART IV

ITEM 15.  EXHIBITS

Exhibit No.   Document
     

2.1

Merger Agreement and Plan of Merger between Mainland Resources, Inc. and American Exploration Corporation dated March 22, 2010 (1)

     
2.2  

Letter Agreement dated July 28, 2010 amending Merger Agreement (15)

     
2.3  

Amending Agreement dated September 7, 2010, further amending Merger Agreement (15)

     
2.4  

Amending Agreement dated December 23, 2010, further amending Merger Agreement(16)

     
2.5

Amending Agreement between Mainland Resources, Inc. and American Exploration Corp., dated March 14, 2011, amending the Merger Agreement (17)

     
2.6

Amending Agreement between Mainland Resources, Inc. and American Exploration Corp., dated May 17, 2011, amending the Merger Agreement (18)

     
2.7

Amending Agreement between Mainland Resources, Inc. and American Exploration Corp., dated August 18, 2011, amending the Merger Agreement (20)

     
2.8

Amending Agreement between Mainland Resources, Inc. and American Exploration Corp., dated October 31, 2011, amending the Merger Agreement (22)

     
3.1  

Articles of Incorporation (2)

     
3.2  

Certificate of Amendment, filed with Nevada Secretary of State March 11, 2008 (13)

     
3.3  

Certificate of Amendment, filed with Nevada Secretary of State July 7, 2009 (3)

     
3.4  

Certificate of Change filed with Nevada Secretary of State May 26, 2010 (4)

     
3.5  

Certificate of Change, filed with the Nevada Secretary of State on February 23, 2012(25)

     
3.6  

Bylaws (2)

     
10.1  

Property Agreement between Mainland Resources Inc. and Vijesh Harakh dated July 1, 2006 (2)

     
10.2  

Trust Agreement between Mainland Resources Inc. and Vijesh Harakh dated July 1, 2006 (2)

     
10.3

Option Agreement between Kingsley Resources Inc. And Mainland Resources Inc. dated February 27, 2008 (5)

     
10.4  

Letter Agreement dated July 14, 2008 between Mainland Resources Inc. and Petrohawk Energy Corporation (6)

52



Exhibit No.   Document
   
10.5

Assignment, Conveyance and Bill of Sale between Mainland Resources Inc. and Petrohawk Energy Corporation dated August 4, 2008 (7)

     
10.6  

Agreement dated August 4, 2008 between Mainland Resources Inc. and Petrohawk Energy Corporation (3)

     
10.7  

Option Agreement between Mainland Resources Inc. and Westrock Land Corp. dated September 4, 2008 (3)

     
10.8  

Agreement between Mainland Resources Inc. and VCS Group Inc. dated February 11, 2009 (3)

     
10.9

Senior Secured Bridge Loan by and among Mainland Resources Inc., Guggenheim Corporate Funding LLC, and the Lenders Signatory thereto, dated August 10, 2009 (8)

     
10.10

Executive Service Agreement between Mainland Resource, Inc. and Michael J. Newport, dated September 22, 2009 (9)

     
10.11

Executive Service Agreement between Mainland Resource, Inc. and Mark N. Witt, dated September 22, 2009 (10)

     
10.12

Senior Secured Advancing Line of Credit Agreement dated October 16, 2009 by and among Mainland Resources Inc., Guggenheim Corporate Funding LLC, and the financial institutions from time to time party thereto (11)

     
10.13

Promissory Note dated October 16, 2009 between Mainland Resources Inc. and Guggenheim Corporate Funding LLC (11)

     
10.14

Deed of Trust, Security Agreement, Financing Statement and Assignment of Production between Mainland Resources Inc. and Guggenheim Corporate Funding LLC dated October 13, 2009 (11)

     
10.15

Purchase Agreement by and between Mainland Resources, Inc. and EXCO Operating Company, LP, dated March 12, 2010 (12)

     
10.16

Option Agreement between Mainland Resources, Inc. and Westrock Land Corp., dated June 22, 2009, as amended September 28, 2009 (13)

     
10.17

Letter Agreement between Mainland Resources, Inc. and American Exploration Corp., dated October 1, 2009 (13)

     
10.18

Operating Agreement between Mainland Resources, Inc. and American Exploration Corp., dated October 1, 2009 (13)

     
10.19  

Executive Services Agreement with Nicholas Atencio dated August 23, 2010, dated August 23, 2010 (14)

     
10.20

Promissory Note between Mainland Resources, Inc. (as Lender) and American Exploration Corporation (as Borrower), dated September 27, 2010 (15)

     
10.21  

Amendment to Promissory Note, dated December 23, 2010(16)

     
10.22  

Amendment No. 2 to Promissory Note (19)

     
10.23  

Amendment No. 3 to Promissory Note (19)

     
10.24  

Amendment No. 4 to Promissory Note (21)

     
10.25

Amendment and Restatement of Lease Acquisition Agreement between the Company and Sklar Exploration Company, LLC (23)

     
10.26

Termination and Release Agreement dated December 21, 2011 between American Exploration Corporation and Mainland Resources Inc. (24)

53



Exhibit No.   Document
     
10.27

Purchase and Sale Agreement dated March 28, 2012 between Mainland Resources Inc. and Westrock Land Corporation. (26)

     
14.1  

Coder of Conduct (27)

     
31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act*

     
31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act*

     
32.1  

Certification of Chief Executive Officer and Chief Financial Officer*

Notes:

* Filed herewith.
   
1.

Incorporated by reference from Form 8-K filed with the SEC on March 23, 2010.

2.

Incorporated by reference from Form SB-2 filed with the SEC on April 11, 2007.

3.

Incorporated by reference from Form 10-K/A filed with the SEC on March 16, 2010.

4.

Incorporated by reference from Form 8-K filed with the SEC on May 26, 2010.

5.

Incorporated by reference from Form 8-K filed with the SEC on March 4, 2008.

6.

Incorporated by reference from Form 8-K filed with the SEC on July 18, 2008.

7.

Incorporated by reference from Form 8-K filed with the SEC on August 8, 2008.

8.

Incorporated by reference from Form 8-K filed with the SEC on August 12, 2009.

9.

Incorporated by reference from Form 8-K filed with the SEC on October 2, 2009.

10.

Incorporated by reference from Form 8-K filed with the SEC on October 5, 2009.

11.

Incorporated by reference from Form 8-K filed with the SEC on October 23, 2009.

12.

Incorporated by reference from Form 8-K filed with the SEC on March 19, 2010.

13.

Incorporated by reference from Form 10-K filed with the SEC on June 1, 2010.

14.

Incorporated by reference from Form 8-K filed with the SEC on August 26, 2010.

15.

Incorporated by reference from Form 10-Q filed with the SEC on October 12, 2010.

16.

Incorporated by reference from Form 10-Q filed with the SEC on January 10, 2011.

17.

Incorporated by reference from Form S-4/A filed with the SEC on March 18, 2011.

18.

Incorporated by reference from Form 8-K filed with the SEC on May 20, 2011.

19.

Incorporated by reference from Form 10-K filed with the SEC on June 1, 2011.

20.

Incorporated by reference from Form 8-K filed with the SEC on August 24, 2011.

21.

Incorporated by reference from Form S-4/A filed with the SEC on September 28, 2011.

22.

Incorporated by reference from Form 8-K filed with the SEC on November 4, 2011.

23.

Incorporated by reference from Form 8-K filed with the SEC on November 30, 2011.

24.

Incorporated by reference from Form 8-K filed with the SEC on December 23, 2011.

25.

Incorporated by reference from Form 8-K filed with the SEC on March 23, 2012.

26.

Incorporated by reference from Form 8-K filed with the SEC on April 12, 2012.

27.

Incorporated by reference from Form 10-Kfiled with the SEC on June 1, 2010.

54


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAINLAND RESOURCES INC.

By: /s/ Michael J. Newport  
  Michael J. Newport  
  President, CEO and Director  
  (principal executive officer)  
  Date: June 12, 2012  
     
     
By: /s/ William Thomas  
  William Thomas  
  CFO, Treasurer and Director  
  (principal financial officer and principal accounting officer)  
  Date: June 12, 2012  

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Michael J. Newport  
  Michael J. Newport  
  President, CEO and Director  
  (principal executive officer)  
  Date: June 12, 2012  
     
     
By: /s/ William Thomas  
  William Thomas  
  CFO, Treasurer and Director  
  (principal financial officer and principal accounting officer)  
  Date: June 12, 2012  
     
     
By: /s/ Peter Wilson  
  Peter Wilson  
  Vice President Corporate Development and a Director  
  Date: June 12, 2012  
     
     
By: /s/ Gerry Jardine  
  Gerry Jardine  
  Director  
  Date: June 12, 2012  


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