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URXE.OB > SEC Filings for URXE.OB > Form 10-Q on 17-Feb-2009All Recent SEC Filings

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Form 10-Q for UREX ENERGY CORP.


17-Feb-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

As used in this quarterly report, the terms "we", "us", "our", and "Urex" mean Urex Energy Corp., unless otherwise indicated.

Corporate History

We were incorporated in Nevada on February 6, 2002 under the name of Lakefield Ventures Inc. Effective June 2, 2006, we increased our authorized common stock from 50,000,000 shares, par value $0.001, to 150,000,000 shares, par value $0.001, and we effected a 11.4 for one (1) forward stock split of our issued and outstanding common stock. Effective July 3, 2006, we changed our name from "Lakefield Ventures Inc." to "Urex Energy Corp." as a result of a merger with Urex Energy Corp., our wholly-owned subsidiary that was incorporated solely to effect the name change. In addition, on July 3, 2006, we effected a two (2) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, we are authorized to issue up to 300,000,000 shares of common stock, par value $0.001.

Our principal executive office is located at 10580 N. McCarran Blvd., Building 115-208, Reno, Nevada. The telephone number of our principal executive office is 775.747.0667.

We are also registered as a foreign company in Argentina, and our legal address in Argentina is 1052 San Martin Avenue, 3rd Floor, Office 17, Cuidad Mendoza, Province of Mendoza, Argentina.

We have one majority-owned subsidiary, United Energy Metals S.A., an Argentina company, of which we own 99.8% of the issued and outstanding capital stock.

Our Current Business

Since inception, we have been primarily engaged in the acquisition and exploration of uranium properties, but have not yet realized any revenues from our operations. Currently, we have two uranium properties, the Rio Chubut Property located in the Chubut Province of Patagonia, Southern Argentina and the La Jara Mesa Property located in Cibola County, New Mexico.

On June 8, 2006, we completed an assignment agreement, dated September 22, 2005, entered into between our company and International Mineral Resources Ltd., a company organized under the laws of the Turks & Caicos Islands, whereby International Mineral Resources agreed to assign its right, title and interest in and to an option

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agreement entered into between International Mineral Resources and United Energy Metals S.A. to our company. The option agreement allows for the holder of the option to acquire 99.8% property position of 170,000 hectares. On December 7, 2005, International Mineral Resources exercised the option to acquire 99.8% of the equity in United Energy Metals. As consideration for the assignment of the option from International Mineral Resources to our company, we were required to issue 8,000,000 shares of our company to International Mineral Resources and pay $50,000.00 to International Mineral Resources, with International Mineral Resources retaining a 5% net smelter royalty in respect of the Rio Chubut Property.

On November 2, 2007, we obtained exploration permits from mining officials in Argentina. An airborne geophysical survey has been completed and field mapping and drilling commenced in February 2008 on the Argentine properties.

We completed 88 reverse circulation (RC) drill holes (7624 meters of drilling) on first pass drill testing on five uranium targets on our Cerro Solo area properties in Argentina.

The targets drill tested to date include: (1) Contreras; (2) Cerro Solo South (CSS); (3) Carbon; (4) Maple South; and (5) Plateau (see Figure 1). Our exploration strategy on our Argentina uranium properties is to conduct a first pass, broadly spaced drill programs to identify uranium mineralization and then return for follow-up drilling once initial drill testing is complete on the target set. Four additional target areas remain to be tested in the Cerro Solo Area in this current stage of drilling.

Seventeen drill holes were completed on CSS identifying a number of uranium zones for follow-up drilling. Partial drill results for CSS are given in Table
1. The CSS property is located on south boundary of CNEA's Cerro Solo uranium deposit (see Figure 1). The Company controls mineral claims for 12 kilometers on trend to the southeast from the CSS uranium mineralization.

Table 1 - Partial Drill Results From CCS Target Area - Argentina

Hole ID  From (m) To (m) Interval (meter) eU3O8 (Lbs/ Ton)* eU (%) Target
RC08007r 60.47    61.59  1.12             0.73              0.031  Cerro Solo South
RC08008r 70.50    71.66  1.16             3.48              0.144  Cerro Solo South
RC08009r 92.48    94.65  2.17             0.93              0.039  Cerro Solo South
RC08010r 73.75    77.71  3.96             2.33              0.099  Cerro Solo South
RC08011r 69.68    70.26  0.58             1.19              0.050  Cerro Solo South

* .5 lbs/ton eU3O8 cutoff used in all drill holes

Thirty-seven drill holes were completed on the Carbon Target (see Figure 1 below) identifying thick zones of anomalous uranium mineralization related to high concentrations of organic carbon in Los Adobes Formation. Drill hole RC08037r from the Carbon Target returned a peak uranium value of 5.74 lbs/ton eU3O8. The Carbon uranium mineralization is open to the south where Urex controls mineral claims for 9 kilometres on trend.

Six drill holes were completed on the Maple South Target on 400 meters drill centers identifying uranium mineralization with drill hole RC08065r yielding a peak value of 0.39 lbs/ton eU3O8.

During September, 2008, we discovered a new zone of uranium mineralization on the our Cerro Solo Plateau Target in Argentina. The new uranium zone yielded a peak uranium value of 10.0 lbs of eU3O8 per ton (0.42 eU%) which occurs within an intercept of 2.24 meters grading 3.18 lbs eU3O8 per ton (0.13 eU%). The newly discovered uranium mineralization is hosted in flat lying sandstone and conglomerate of the Cretaceous Los Adobes Formation between 60.51 and 62.75 meters below the surface.

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Drill Hole RC08-079, which intersected the mineralization, is one of three holes drilled on an east-west fence of holes on 400 meter centers on the west edge of the Plateau Target. Twenty-two drill holes were completed on the Plateau Target and drilling will continue as the newly discovered uranium mineralization is outlined.

The Plateau uranium mineralization is hosted in flat lying sandstone and conglomerate of the Cretaceous Los Adobes Formation and lies within the influence of a series of northwest-southeast trending faults similar to a set of parallel faults that brackets the CNEA's Cerro Solo uranium deposit.

Urex controls mineral claims for 7 kilometers on trend to the northwest of the current Plateau drilling.

To date, we have completed 88 drill holes totalling 7624 meters of drilling on our Cerro Solo Argentine properties since February 2008.

Figure 1: Map showing Cerro Solo Area uranium drill targets. (The shaded areas are controlled by our company)

[[Image Removed: [urexform10q123108final001.jpg]]]

All of the drill holes on the Company's uranium properties in Argentina are logged with a Company owed down-the-hole Calibrated BGR-01 4-Channel Gamma Probe operated by in-house technicians. The BGR-01 4 Channel Gamma Probe was calibrated in February 2008 at the Canadian government calibration site at Fredericton, New Brunswick under the supervision of the manufacturer and is the only calibrated gamma probe in Argentina.

The Company's operations will continue to be managed out of the town of Passo de Indios which is located 60 kilometers from the Cerro Solo project site.

We have contracted a mining engineer to advise our company on potential development plan in Argentina.

We are awaiting exploration permits for our La Jara Mesa Property located in New Mexico, but have been notified by the USFS that Urex will be required to complete an EIS before being allowed to proceed. We decided to put the

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La Jara Mesa Project on hold while we focus on our Argentine properties. During the next twelve month period, we plan to continue drilling on our Cerro Solo area properties that lie on the western side of the Rio Chubut Property.

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with the unaudited interim consolidated financial statements and the notes to the unaudited interim consolidated financial statements included in this quarterly report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

For the three month periods ended December 31, 2008 and December 31, 2007

We did not generate any revenues for the three months ended December 31, 2008 and 2007. Our operating activities during these periods consisted primarily of the exploration of, and drilling on, our properties in Argentina.

Operating expenses for the three months ended December 31 2008 were $397,576 compared to $107,120 for the three months ended December 31, 2007. Operating expenses generally consist of depreciation, management fees, professional fees, consulting fees, exploration costs, interest on loans, investor relation fees and general and administrative expenses. Management fees for the three months ended December 31, 2008 were $33,960 compared to $33,011 for the three months ended December 31, 2007. Professional fees for the three months ended December 31, 2008 were $36,711 compared to $9,756 for the three months ended December 31, 2007. Exploration costs for the three months ended December 31, 2008 were $290,210 compared to $16,366 for the three months ended December 31, 2007.
Interest on loans for the three months ended December 31, 2008 was $5,966 compared to $4,736 for the three months ended December 31, 2007. Investor relations fees for the three months ended December 31, 2008 were $nil compared to $31,679 for the three months ended December 31, 2007. General and administrative expenses for the three months ended December 31, 2008 were $7,996 compared to $11,572 for the three months ended December 31, 2007. The overall increase in operating expenses for the three months ended December 31, 2008 compared to the three months ended December 31, 2007 was primarily due to increased exploration and drilling activities on our properties in Argentina.

Our net loss for the three month period ended December 31, 2008 was $397,576 or $(0.01) per share compared to $105,371 or $(0.01) for the three month period ended December 31, 2007. The weighted average number of shares outstanding was 90,490,817 at December 31, 2008 compared to 84,426,000 at December 31, 2007.

For the nine month periods ended December 31, 2008 and December 31, 2007

We did not generate any revenues for the nine months ended December 31, 2008 and 2007. Our operating activities during these periods consisted primarily of the exploration of, and drilling on, our properties in Argentina.

Operating expenses for the nine months ended December 31, 2008 were $1,086,591 compared to $463,846 for the nine months ended December 31, 2007. Operating expenses generally consist of depreciation, management fees, professional fees, consulting fees, exploration costs, interest on loans, investor relation fees and general and administrative expenses. Management fees for the nine months ended December 31, 2008 were $106,112 compared to $98,981 for the nine months ended December 31, 2007. Professional fees for the nine months ended December 31, 2008 were $80,818 compared to $37,954 for the nine months ended December 31, 2007. Exploration costs for the nine months ended December 31, 2008 were $791,668 compared to $166,831 for the nine months ended December 31, 2007.
Interest on loans for the nine months ended December 31, 2008 was $14,251 compared to $14,143 for the nine months ended December 31, 2007. Investor relations fees for the nine months ended December 31, 2008 were $nil compared to $116,680 for the nine months ended December 31, 2007. General and administrative expenses for the nine months ended December 31, 2008 were $70,769 compared to $29,257 for the nine months ended December 31, 2007. The overall increase in operating expenses for the nine months ended December 31, 2008 compared to the nine months ended December 31, 2007 was primarily due to increased exploration and drilling activities on our properties in Argentina.

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Our net loss for the nine month period ended December 31, 2008 was $1,086,591 or $(0.01) per share compared to $463,846 or $(0.01) for the nine month period ended December 31, 2007. The weighted average number of shares outstanding was 86,454,691 at December 31, 2008 compared to 84,426,000 at December 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2008, we had a working capital deficit of $533,272. Our total liabilities, consisting entirely of current liabilities, as of December 31, 2008 were $920,239, as compared to total liabilities, consisting entirely of current liabilities, of $696,869 as of March 31, 2008. The increase in our total liabilities was primarily due to increases in accounts payable and accrued liabilities, notes payable and our use of our line of credit. Our total assets as of December 31, 2008 were $389,058, consisting of $386,967 in current assets and $2,091 in net fixed assets, as compared to total assets, consisting entirely of current assets, of $887,988 as of March 31, 2008. The decrease in our total assets was primarily due to expenditures in connection with the exploration and drilling of our properties in Argentina which resulted in decreases in cash and funds held in trust.

Cash Flow Used in Operating Activities

Operating activities used cash of $1,060,722 for the nine month period ended December 31, 2008, compared to using $476,275 for the nine month period ended December 31, 2007. The increase in cash used during the nine month period ended December 31, 2008 was commensurate with an increase in our net loss, accounts receivable and prepaid expenses and payments of outstanding accounts payable.

Cash Flow Used in Investing Activities

Investing activities used cash of $2,787 for the nine month period ended December 31, 2008 compared to using $nil for the nine month period ended December 31, 2007. The cash used in investing activities was a result of the purchase of equipment.

Cash Flow Provided by Financing Activities

Financing activities generated cash of $226,648 for the nine month period ended December 31, 2008 compared to generating cash of $nil for the nine month period ended December 31, 2007. The cash generated from financing activities was from the issuance of notes payable, line of credit and the issuance of convertible notes payable.

Trends and Uncertainties

Our ability to generate revenues in the future is dependent on whether we successfully explore and develop our current property interests or any property interests that we may acquire in the future. We cannot predict whether or when this may happen and this causes uncertainty with respect to the growth of our company and our ability to generate revenues.

Off-Balance Sheet Arrangements

Our company has no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts.
Neither our company nor our operating subsidiary engages in trading activities involving non-exchange traded contracts.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures of our company. Although these estimates are based on management's knowledge of current events and actions that our company may undertake in the future, actual results may differ from such estimates.

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Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon us attaining and maintaining profitable operations and raising additional capital.

Due to the uncertainty of our company's ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the period ended March 31, 2008, our company's independent auditors included an explanatory paragraph regarding concerns about our company's ability to continue as a going concern.

The continuation of our company's business is dependent upon us raising additional financial support. The issuance of additional equity securities by our company could result in a significant dilution in the equity interests of our company's current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our company's liabilities and future cash commitments.

There are no assurances that our company will be able to obtain further funds required for our continued operations. As noted herein, we intend to pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to our company when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Principles of Consolidation

The consolidated financial statements include the accounts of our company and our majority-owned subsidiary, United Energy Metals S.A. All significant intercompany accounts and transactions have been eliminated.

Exploration Stage Company

We are an exploration stage company as defined in the Statements of Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by Development Stage Enterprises". We are primarily engaged in the acquisition and exploration of mining properties. All losses accumulated since inception, have been considered as part of our exploration stage activities.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 reporting period. Actual results could differ from those estimates.

Mineral Property Costs

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. From that time forward, we will capitalize all costs to the extent that future cash flows from mineral reserves equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date, we have not established any proven reserves on our mineral properties.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or

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future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or our commitment to a plan of action based on the then known facts.

Basic and Diluted Loss Per Share

We report basic loss per share in accordance with the SFAS No. 128, "Earnings Per Share". Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.

Foreign Currency Translation

Our subsidiary is located and operates outside of the United States of America.
It maintains its accounting records in Argentinean Pesos as follows:

At the transaction date, each asset, liability, revenue and expense is recorded into Argentinean Pesos by the use of the exchange rate in effect at that date.
At the year end, monetary assets and liabilities are translated into US dollars by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2008, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards' service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. We are currently assessing the impact of FSP EITF 03-6-1 on our consolidated financial position and results of operations.

In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. We are currently assessing the impact of EITF 07-5 on our consolidated financial position and results of operations.

In May 2008, the FASB issued FSP Accounting Principles Board ("APB") Opinion No. 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)." The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instruments as they existed for all periods presented. The FSP is effective for us as of January 1, 2009 and early adoption is not permitted. We are currently evaluating the potential impact of FSP APB 14-1 upon our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (FAS No.162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC's

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approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard will not have a material impact on our consolidated financial position and results of operations.

In April 2008, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position on Financial Accounting Standard ("FSP FAS") No. 142-3, "Determination of the Useful Life of Intangible Assets", which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 "Goodwill and Other Intangible Assets". The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) "Business Combinations" and other U.S. generally accepted accounting principles. We are currently evaluating the potential impact of FSP FAS No. 142-3 on our consolidated financial statements.

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