tagg_10k.htm


U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
Mark One
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2013
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to _______

COMMISSION FILE NO. 000-52139
 
TAGLIKEME CORP.
(Name of small business issuer in its charter)
 
NEVADA
 
201777817
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
Third Floor, 7-8 Conduit Street, Mayfair, London, UK W1S 2XF
(Address of principal executive offices)
 
44-207-290-6919
(Issuer's telephone number)
 
Securities registered pursuant to Section 12(b) of the Act:   Name of each exchange on which registered:
NONE    
 
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001
(Title of Class)
 
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
 
Indicate by check mark if the registration is a well-known seasoned issuer as defined in Rule 403 of the Securities Act. o Yes x No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. x Yes o No
 
Indicate by check mark whether the registrant has (i) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes x No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, 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 is a large accelerated filer, an accelerated filer, a non-accelerated file, 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 filed o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
 


 
 

 
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business of the registrant’s most recently completed second fiscal quarter: June 30, 2013: $ 527,362
 
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
 
N/A
 
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes o No o
 
APPLICABLE ONLY TO CORPORATE REGISTRANTS
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
 
Class Outstanding as of April 15, 2014 Common Stock, $0.001
 
Outstanding as of April 15, 2014: 4,230,201,560
 
DOCUMENTS INCORPORATED BY REFERENCE
 
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended December 24, 1990).
 
N/A
 
Transitional Small Business Disclosure Format (Check one): Yes o No x
 
 
2

 
 
TAGLIKEME CORP.
Form 10-K
 
INDEX
 
PART I          
           
Item 1.
Business
    4  
Item 1A.
Risk Factors
    14  
Item 1B.
Unresolved Staff Comments
    27  
Item 2.
Properties
    27  
Item 3.
Legal Proceedings
    27  
Item 4.
Mine Safety Disclosures
    27  
           
PART II          
           
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    28  
Item 6.
Selected Financial Data
    35  
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
    35  
Item 7A.
Quantitative and Qualitative Disclosure About Market Risks
       
Item 8.
Financial Statements and Supplemental Data
    40  
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    40  
Item 9A
Controls and Procedures
    42  
Item 9B
Other Information
    43  
Item 10.
Directors, Executive Officers and Corporate Governance
    43  
Item 11.
Executive Compensation
    47  
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    48  
Item 13. 
Certain Relationships and Related Transactions and Director Independence
    49  
Item 14.
Principal Accountant Fees and Services
    49  
Item 15.
Exhibits and Financial Statement Schedules
    50  

 
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Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Available Information

Taglikeme Corp. files annual, quarterly, current reports, proxy statements, and other information with the Securities and Exchange Commission (the “Commission”). You may read and copy documents referred to in this Annual Report on Form 10-K that have been filed with the Commission at the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission filings by going to the Commission’s website at http://www.sec.gov
 
PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

We were incorporated under the laws of the State of Nevada on October 19, 2004 under the name "Morgan Creek Energy Corp." and since our inception engaged in the business of exploration of oil and gas bearing properties in the United States. Our Board of Directors approved the execution of a share exchange agreement dated effective as of May 14, 2012 as fully executed on May 21, 2012 (the "Share Exchange Agreement"), among us, Glob Media Works Inc., a private company organized under the laws of the State of Washington ("Glob Media") and the shareholders of Glob Media (the "Glob Media Shareholders"). In accordance with the terms and provisions of the Share Exchange Agreement, we acquired approximately 5,317,033 shares of common stock from the Glob Media Shareholders, which represented all of the issued and outstanding shares of Glob Media, in exchange for the issuance by us to the Glob Media Shareholders on a pro rata basis of approximately 45,378,670 shares of our restricted common stock at the rate of $0.006 per share. This resulted in Glob Media becoming our wholly-owned subsidiary. Glob Media is the legal, beneficial and registered owner of certain intellectual property rights for certain software and internet applications (the "Intellectual Property"). On May 29, 2012, we filed with the Nevada Secretary of State Articles of Merger pursuant to which we merged into our wholly-owned subsidiary, TagLikeMe Corp., and the surviving corporation. Thus, our name was changed to "TagLikeMe Corp." pursuant to the Articles of Merger (the "Name Change"). The Name Change was approved by our Board of Directors pursuant to written consent resolutions dated May 30, 2012. We filed the appropriate documentation with FINRA in order to effectuate the Name Change in the OTC Markets. The Name Change was effected on the OTC Markets June 15, 2012. Our new CUSIP number is 87378P 105. Our trading symbol is “TAGG”. Our management deemed it appropriate to change our name to TagLikeMe Corp. in furtherance of and to better reflect the nature of our new business operations.

 
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On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola. In accordance with the terms and provisions of the Securities Exchange Agreement, the Corporation shall acquire all of the issued and outstanding shares of stock of Nola from its sole shareholder, Gerard Danos, thus making Nola its wholly-owned subsidiary, in exchange for the issuance to Gerard Danos of an aggregate 10,000 shares of its Series A preferred stock of the Corporation. The shares of Series A Preferred Stock have voting rights. Gerard Danos as holder of the Series A preferred stock shall have the right to vote on any matter to be voted on by the stockholders of the Corporation (including any election or removal of the directors of the Corporation) and including to the extent specifically required by Nevada law. The voting rights of all then issued and outstanding shares of Series A preferred stock shall equal two times the voting rights of the then total issued and outstanding shares of common stock.

In further accordance with the terms and provisions of the Securities Exchange Agreement: (i) Gerard Danos shall be appointed as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors; (ii) Richard Elliot-Square shall resign from all officer positions held and retain his position as a member of the Board of Directors until both parties agree as to his resignation; (iii) execution of an executive service agreement between the Corporation and Richard Elliot-Square; and (iv) execution of a settlement agreement between the Corporation and Richard Elliot-Square regarding the settlement of $225,000 in debt due and owing to Richard Elliot Square.
 
Thus, this represents a change in control of the Corporation and a change in business operations. Therefore, based on the change in control of the Corporation, the business operations of the Corporation will change to that involving oil and gas exploration and production company. Nola has purchased leases to multiple oilfield properties primarily in southwest Texas.

Stock Authorized

On January 7, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 4,000,000,000 shares, par value $0.001, and to create 20,000,000 shares of blank check preferred stock, par value $0.001 (Referenced in Note 15).

Effective February 10, 2014, our Board of Directors approved the designation of 2,000,000 shares of Series A preferred stock (the "Series A Preferred Stock"). The Designation of Series A Preferred Stock was filed with the Nevada Secretary of State on February 14, 2014 (Referenced in Note 15).

On March 13, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 7,000,000,000 shares, par value $0.001. On March 13, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized capital to 7,000,000,000 shares of common stock, par value $0.001 (referenced in Note 15).

Please note that throughout this Annual Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Taglikeme," refers to Taglikeme Corp.
 
 
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TRANSFER AGENT
 
Our transfer agent is Transfer Online, Inc., 512 S.E. Salmon Street, Portland, Oregon 97214

CURRENT BUSINESS OPERATIONS
 
After consummation of the Share Exchange Agreement for the acquisition of Glob Media effective May 14, 2012, we commenced operating in the business of connecting online users with others while looking for online information and making it easier for them to collect and share that information. In turn, we focused on creating population centers of topic specific audiences that we planned to make available to third party ad publishers and information content providers. We were not a search engine nor did we intend to become one. It was a hybrid site we called a “Common Information Network” where we leveraged the existing search capabilities of major search engines, cross referenced the search information with real population remarks from major social and wiki networks, while giving our users the capability to collect, publish, share or collaborate their search information with whomever they choose in a public or private manner. As more and more users collect and tag search results, management believed that we would ultimately become a destination where people could look for already filtered and shared web information as well as connect, message and interact with other people searching for the same information as them.
 
At December 31, 2013, management of the Company performed an impairment analysis on the goodwill asset. They determined that goodwill was fully impaired as the Company is currently in the process of changing its business operations from software applications to oil and gas production and therefore recognized an impairment loss of $347,302.
 
Management recently made the decision to completely discontinue all operations relating to the search engine of TagLikeMe and believe it necessary to inform investors of the current business operations that the Company will be diligently pursing.
 
On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola.
 
 
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Thus, this represents a change in control of the Corporation and a change in business operations. Therefore, based on the change in control of the Corporation, the business operations of the Corporation will change to that involving oil and gas exploration and production . Nola has purchased leases to multiple oilfield properties primarily in southwest Texas which include:

P.E. White Lease: 1,215 acres in Duval County, Texas, with 13 wells, one currently producing Mirando-quality crude and all others viable for production. An estimated 2.5 million barrels of oil are recoverable on the lease.
 
Bishop Cattle Company Lease: 480 acres in Duval County, Texas with 17 production wells onsite, currently all shut-in. Two wells will be immediately placed back into production, one of which was recently production-tested for 10-12 bpd. There are multiple productive zones on this underdeveloped property.
 
Moody & West Lease: 183 acres in Duval County, Texas with 7 wells, all of which are shut-in but have all produced viable oil from oilsand formations. These wells are believed to have significant reserves remaining behind pipe and undeveloped sands.

Oil and Gas Properties

Subsequent to December 31, 2013, the Company entered into a Securities Exchange Agreement with Nola Energy.  Nola Energy has purchased oil and gas leases in Duval County, Texas which will be further explored by the Company in 2014.
 
After consummation of the Share Exchange Agreement for the acquisition of Glob Media effective May 14, 2012, we remain holding title to certain oil and gas properties as previously disclosed; however, all these oil and gas properties discussed below have been fully impaired.
 
The acreage and location of our oil and gas properties is summarized as follows:

   
Net Acres(*)
 
Mississippi
    21,000  
New Mexico     13,339  
Total:
    34,339  
_______________
(*)
Certain of our interests in our oil and gas properties may be less than 100%. Accordingly, we have presented the acreage of our oil and gas properties on a net acre basis.
 
Quachita Prospect

As of the date of this Annual Report, we lease approximately 1,971 net acres within the Quachita Trend in the State of Texas for a three-year term in consideration of approximately $338,000. We have a 100% working interest and a 77% net revenue interest in the Quachita Prospect leases. During 2009, the balances of the leases within the Quachita trend were allowed to lapse without renewal by us. Accordingly, during the year ended December 31, 2009, we wrote off the original cost of these leases totaling $338,353. As allowed for under the lease which included the Boggs #1 well, we have paid a nominal fee to maintain our rights and access to the Boggs #1 well.

 
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Boggs #1 Well. We completed the drilling portion of the Boggs #1 well on July 13, 2007. Subsequently, we began production testing and evaluation of the well. Of the five tested zones, four produced significant volumes of natural gas. As formation water was also produced with the natural gas in the tested zones, the Boggs #1 is currently under evaluation.

The Boggs #1 had been privately funded with the funding investors receiving a 75% working interest and a 54% net revenue interest in exchange for providing 100% of all drilling and completion costs. Therefore, we initially retained a 25% working interest and a 23% net revenue interest in the Boggs #1 well. As of June 30, 2009, we incurred $1,336,679 in drilling and completion costs. As of June 30, 2009, we had received a total of $759,000 in funding from private investors. On March 24, 2008, we negotiated with the funding investors to acquire their interest in the Boggs #1 for $759,000 (which amount is equal to the total amount of the funding investors’ initial investment) and forgiveness of any additional amounts owing. Effective on March 24, 2008, we completed the acquisition and settlement of related party advances totaling $962,980 through the issuance of 3,057,076 shares of our restricted common stock at $0.315 per share. The difference between the estimated fair value of the common shares at issuance and the amount of the debt settled totaling $45,857 was recorded as a finance cost.

As formation water was also produced with the natural gas in the tested zones, the Boggs #1 was partially impaired as of December 31, 2010. While there is potential to exploit lower zones or to recomplete the well under an improved gas pricing environment, an impairment charge of $891,119 was recorded against the well in 2010 and a further impairment charge of $445,560 was recorded against the well in fiscal 2011. We follow the full cost method of accounting for our oil and gas properties whereby all costs related to the acquisition of methane, petroleum and natural gas interests 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. Certain of these costs are reviewed by management periodically for impairment regarding our unproved oil and gas properties. Management’s assessment of these costs and results of exploration activities, potential commodity price outlooks or expiration of all or a portion of leaseholds resulted in its decision to impair the Boggs #1 and may further impact the timing and amount of other impairments on our properties.

As of the date of this Annual Report, we intend to plug and abandon the Boggs #1 well and have accrued $50,000 for related costs. No further work is planned on being conducted and the leases will eventually expire.

 
8

 
 
New Mexico Prospect

As of the date of this Annual Report, we have leased various properties in the New Mexico Prospect totaling approximately 7,576 net acres within the State of New Mexico for a five year term expiring in 2013 for consideration of $112,883. We have a 100% working interest and an 84.5% net revenue interest in the leases comprising the New Mexico Prospect.

Westrock Land Corp. Option Agreement.

 Effective on October 31, 2008, our Board of Directors authorized the execution of an option agreement (the “Option Agreement”) with Westrock Land Corp, a private Texas corporation (“Westrock”). In accordance with the terms and provisions of the Option Agreement: (i) Westrock owns all right, title and interest in and to approximately 7,763 net acres of property within the State of New Mexico with a net revenue interest of 81.5% pertaining to 5,763 of the net acres (the “New Mexico Leases”); (b) Westrock ; (iii) we desire to acquire a 100% working interest in the New Mexico Leases for a total purchase price of approximately $388,150; and (iv) we had until April 16, 2009 to complete our due diligence (the “Option Period”).
 
The Option Agreement was subsequently extended on March 31, 2009 and June 1, 2009 whereby the option period was extended to September 15, 2009. We exercised our option with Westrock and acquired the approximate 5,763 net acres in New Mexico.

Formcap Corporation Option Agreement.

Effective on July 14, 2009, our Board of Directors, pursuant to unanimous vote at a special meeting of the Board, authorized the execution of a letter agreement dated July 9, 2009 (the “Option Agreement”) with Formcap Corporation (“Formcap”), to purchase a 50% working interest (40.75% net revenue interest) of our 81.5% leasehold interest in and to certain leases located in Curry County, State of New Mexico (the “Frio Draw Prospect Interest”).
 
In accordance with the terms and provisions of the Option Agreement: (i) Formcap agreed to pay us a $100,000 initial payment (the “Initial Payment”) within five business days from the completion of its due diligence; (ii) the balance of funds for the initial well would be advanced by FormCap to us within five business days from receipt of a mutually agreed upon approval for expenditure, which balance of such funds for the initial well were to be received by us no later than September 8, 2009; and (iii) the Initial Payment would be applied towards the total consideration to be paid by FormCap to us, which would include the cost of drilling and completing two wells at a total estimated cost of approximately $1,300,000.

 
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In accordance with the further terms and provisions of the Option Agreement: (i) FormCap would provide to us the dry hole and completion costs estimated at $650,000 in advance of drilling the first well; (ii) upon drilling and completion of the first well, we would assign to FormCap a 25% working interest (20.375% net revenue interest) in the Frio Draw Prospect Interest; and (iii) upon receipt by us of the funds from Formcap in advance of drilling the second well, we would assign to FormCap the additional 25% working interest (20.375% net revenue interest). Costs associated with the drilling of all subsequent wells were to be shared on an equal basis between us and FormCap.
 
We granted to FormCap the time period between the date of execution of the Option Agreement and August 15, 2009 to complete its due diligence (the “Option Period”). During the period FormCap advanced a non-refundable $100,000 deposit under the terms of the Option to secure the project in connection with which we paid a finders’ fee of $20,000. On September 24, 2009, we announced that FormCap could not meet the requirements of the Option Agreement and thus forfeited its rights to the project. We retained the $100,000 non-refundable deposit and recorded it as a gain on expired option. Due to current market conditions, management decided to fully impair the Frio Draw Prospect during fiscal year ended December 31, 2011 and, thus, an impairment charge of $541,646 was recorded.

Oklahoma Prospect

Effective on June 2, 2009, our Board of Directors, pursuant to unanimous vote at a special meeting of the Board, authorized the execution of a letter agreement dated May 28, 2009, as amended (the “Option Agreement”) with Bonanza Resources (Texas) Inc., the wholly owned subsidiary of Bonanza Resources Corporation (“Bonanza Resources”), to purchase a certain percentage of Bonanza Resources’ eighty-five percent (85%) leasehold interest (the “Bonanza Resources Interest”) in and to certain leases located in Beaver County, State of Oklahoma, known as the North Fork 3-D Prospect (the “Prospect”). In accordance with the terms and provisions of the Option Agreement: (i) we agreed to make a non-refundable payment to Bonanza Resources of $150,000 within sixty (60) days from the date of the Option Agreement; and (ii) Bonanza Resources agreed to grant to us an option having an exercise period of one year (the “Option Period”) to purchase a sixty percent (60%) partial interest (the “Partial Interest”) in the Bonanza Resources Prospect. In further accordance with the terms and provisions of the Option Agreement, in the event we do not pay the $150,000 to Bonanza Resources within sixty days from the date of the Option Agreement, the Option Agreement will terminate.
 
The Bonanza Resources Interest is held by Bonanza Resources pursuant to that certain letter agreement between Bonanza Resources, Ryan Petroleum LLC and Radian Energy L.C. dated February 25, 2009 (the “Original Agreement”). In accordance with the terms and provisions of the Original Agreement, Bonanza Resources acquired the Bonanza Resources Interest and subsequently represented to us that the acreage of the Bonanza Resources Interest consisted of 8,555 acres. Therefore, the Option Agreement reflected the acreage of the Bonanza Resources Interest to consist of 8,555 acres, which has been subsequently disclosed by us in numerous filings with the Securities and Exchange Commission.
 
 
10

 
 
Furthermore, in the event we pay the $150,000 to Bonanza Resources within the sixty day period from the date of the Option Agreement, and in accordance with the further terms and provisions of the Option Agreement: (i) we shall assume that amount of Bonanza Resources’ right, title and interest and obligations under the Original Agreement as is proportionate to the Partial Interest; and (ii) we must incur $2,400,000 in exploration and drilling expenditures (the “Exploration Expenditures”) during the Option Period. In the event that we do not exercise the Option Agreement, Bonanza Resources shall retain the $150,000 as liquidated damages for our failure to incur the Exploration Expenditures.

During the course of our due diligence, we discovered that the size of the Bonanza Resources Interest is not the original represented 8,555 acres but approximately 5,600 acres, which we alleged was materially less than represented by Bonanza Resources and contracted for under the Option Agreement. Bonanza Resources has stated to us that the actual lesser amount of acreage forming the Bonanza Resources Interest was due to certain leases not being renewed by the operator of the Prospect, thus expiring prior to the date of the Option Agreement, without first advising Bonanza Resources either orally or in writing of the operator’s intention to allow those leases to expire. Bonanza Resources further stated to us that it discovered the facts regarding the acreage on approximately November 26, 2009. We in good faith relied on the representations of Bonanza Resources when we entered into the Option Agreement and now know that such representations were not correct.
 
Therefore, as of November 30, 2009, we entered into an amendment of the Option Agreement with Bonanza Resources (the “Amendment”). In accordance with the terms and provisions of the Amendment, Bonanza Resources granted to us an option to acquire a 75% interest in the Bonanza Resources Interest (a 59.50% working interest) by incurring the full costs of drilling one well to completion on the Prospect, which will deem us as having earned an interest in that well and in the balance of the Prospect. In the event we incur the full cost of drilling the first well which results in a dry hole, we will then have the exclusive right and option to participate in any and all further drilling programs on the Prospect and to incur the full costs of drilling a second well to completion on the Prospect. This will deem us as having earned its option to acquire the 75% interest of the Bonanza Resources Interest in both that well and the balance of the Prospect.
 
Therefore, in light of the fact that the Bonanza Resources Interest is actually comprised of a number of acres materially less than originally represented by Bonanza Resources, we: (i) advised the public that we believed the accurate number of acres forming the Bonanza Resources Interest is approximately 5,600 acres and that our website has been amended accordingly; and (ii) advised the public of the Amendment.
 
During fiscal year ended December 31, 2009, we paid to Bonanza $115,000. The balance of $35,000 was due by December 31, 2009. Subsequently on January 12, 2010, the non-refundable payment was amended from $150,000 to $125,000. On January 15, 2010, we made the final payment of $10,000.
 
On January 15, 2010, we entered into a participation agreement to finance drilling and completion costs with two partners who will pay 67% of the costs of the first well in the Prospect. We were to pay 33% of the drilling and completion costs. To December 31, 2009, we had accrued the entire estimated cost of the first well of $475,065, of which $316,690 was paid to us during fiscal year ended December 31, 2009 by the new participants. Also during fiscal year ended December 31, 2009, we received a reduction in the well cost from the operator totaling $189,413, which resulted in amounts payable by the new participants being reduced to $190,530. Of the excess paid during fiscal year ended December 31, 2009 by the new participants, $63,022 remains payable as of June 30, 2010 and has been included in accounts payable and accrued liabilities.
 
 
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Our management decided to prioritize the exploration drilling program on the North Fork 3D prospect in Beaver County. We completed a multi-component interpretive 3-D survey on approximately 8,500 acres to image the Morrow A and B sands. Management believed that the 3-D interpretive survey identified approximately forty drill ready target locations. On February 1, 2010, we were informed by our operator that it had drilled the Nowlin #1-19 well to a depth of 8,836 feet. After review of the drilling logs, we have determined that oil is not producible in the targeted Morrow A and B sand formations. As of the date of this Annual Report, the well has been plugged and abandoned and we have written off our share of the dry hole costs of the well of $230,524.
 
Mississippi Prospect

Effective on August 26, 2010, our Board of Directors authorized the execution of an option agreement dated August 26, 2010 (the “Option Agreement”) with Westrock Land Corp. (“Westrock”), to purchase approximately 21,000 net acres of mineral oil and gas leases on lands located in Lamar, Jones and Forrest counties in the State of Mississippi (the “Acquired Properties”). The Company has entered into the Option Agreement with Westrock, as the mineral leaseholder, and has received representations that Westrock owns all right, title and interest to all depths, including the Haynesville Shale Formation pursuant to the oil and gas leases with a minimum 75% net revenue interest.
 
In accordance with the terms and provisions of the Option Agreement: (i) we agreed to issue to Westrock an aggregate of 15,000,000 restricted shares of our common stock by November 30, 2010; (ii) Westrock granted us a period to conduct due diligence to October 31, 2010; and (iii) at closing, Westrock would convey to us the Acquired Properties by assignment and bill of sale and other associated documentation.

We subsequently completed due diligence on the Acquired Properties and issued 75,000,000 restricted common shares to Westrock on October 21, 2010 with an estimated fair value of $3,000,000. Due to current market conditions, management decided to fully impair these properties during fiscal year ended December 31, 2011 and, thus, an impairment charge of $3,000,000 was recorded.
 
DRILLING ACTIVITY
 
As of the date of this Annual Report, we have not commenced drilling on any of our wells.
 
GROSS WELLS    
NET WELLS
 
Total     Producing     Dry     Total     Producing     Dry  
                                             
   -0-       -0-       -0-       -0-       -0-       -0-  
 
 
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PRODUCTION INFORMATION
 
During fiscal year ended December 31, 2013 and previously, we had no oil and gas production.
 
GROSS AND NET PRODUCTIVE GAS WELLS, DEVELOPED ACREAGE
 
PRODUCTIVE WELLS AND DEVELOPED ACRES
 
As of the date of this Annual Report, the tables below set forth our leasehold interest in productive and shut-in gas wells, and in developed acres:
 
PROSPECT   GROSS (1)     NET (2)  
             
New Mexico Prospect     -0-       -0-  
Oklahoma Prospect     -0-       -0-  
Total     -0-       -0-  
 
(1)
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.
 
(2)
A net well is deemed to exist when the sum of fractional ownership working interest in gross wells equals one. The number of net wells is the sum of the fractional working interests owned in gross wells expressed as whole numbers and fractions thereof.
 
DEVELOPED ACREAGE TABLE (1)
 
PROSPECT   GROSS (2)     NET (3)  
             
New Mexico Prospect     -0-       -0-  
Oklahoma Prospect     -0-       -0-  
Total     -0-       -0-  
 
(1)
Consists of acres spaced or assignable to productive wells.
 
(2)
A gross acre is an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned.
 
(3)
A net acre is deemed to exist when the sum of fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.
 
 
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PROPOSED FUTURE BUSINESS OPERATIONS

On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola.

Thus, this represents a change in control of the Corporation and a change in business operations. Therefore, based on the change in control of the Corporation, the business operations of the Corporation will change to that involving oil and gas exploration and production. Nola has purchased leases to multiple oilfield properties primarily in southwest Texas.

While we also retain some oil and gas exploration leases from a previous business, there are no current plans to conduct any exploration on these leases over the next 12 months and all oil and gas properties have been fully impaired.
 
RESEARCH AND DEVELOPMENT ACTIVITIES

The Company, through its wholly owned subsidiary, Glob Media, has incurred approximately $638,000 on software development and $37,025 on research and development during the past two fiscal years for its products. None of these software development or research or development costs are borne by the customer.
 
EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis. Richard Elliot-Square is currently our Chief Executive Officer and Chief Financial Officer/Treasurer. Mr. Elliot-Square is primarily responsible for all of our day-to-day operations. Gerard Danos was recently appointed President on February 27, 2014. Other services are provided by outsourcing and consultant and special purpose contracts.

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.

 
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RISKS RELATED TO OUR BUSINESS

An investment in the shares of 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 the Company and its business before purchasing any shares. The Company's 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 management is currently aware of that the Company is facing. Additional risks not presently known to management may also impair the Company’s business operations. You could lose all or part of your investment due to any of these risks.
 
Business Risks
 
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 October 19, 2004 and, as a result, we have a limited operating history.

We Have a History of Operating Losses and There Can Be No Assurance We Will Be Profitable in the Future.

We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses totaling approximately $19,000,123 from October 19, 2004 (inception) to December 31, 2013 and had incurred losses of approximately $3,865,852 during fiscal year ended December 31, 2013. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates.

The uncertainty and factors described throughout this section may impede our ability to economically find, develop, produce, and acquire natural gas and oil reserves. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future.

We Have Received a Going Concern Opinion From Our Independent Auditors’ Report Accompanying Our December 31, 2013 and December 31, 2012 Financial Statements.

The independent auditor's report accompanying our December 31, 2013 and 2012 audited 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 the Company will continue as a going concern." Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. 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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Risk related to search engine business
 
We are a Developmental Company.

Since inception, the Company's activities have been limited to organizational efforts, obtaining working capital and acquiring and developing a very limited number of properties involved in the oil and gas business. Glob Media is an early stage company, recently organized, and may face various challenges confronting such companies, including, for example, limited financial and other resources, inability to penetrate markets and recognize sufficient revenues, and the ability to attain profitability.

Moreover, the Company has a history of operating losses, expects to continue to incur losses, and may never be profitable, and the Company must be considered to be in the developmental stage. Further, in the past, the Company has been dependent on sales of its equity securities and debt financing to meet its cash requirements. The Company has incurred losses totaling approximately $19,000,123 from October 19, 2004 (inception) to December 31, 2013 and incurred losses of approximately $3,865,852 during fiscal year ended December 31, 2013. Further, we do not expect positive cash flow from operations in the near term. 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) the costs to develop the Company's products and services in the open information network industry may be more than management currently anticipates; and (ii) the Company encounters greater costs associated with general and administrative expenses.
 
A variety of new and existing U.S. and foreign laws, if applicable, could subject the Company to claims or otherwise harm its business.

The Company is subject to numerous U.S. laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations of existing laws and regulations) may also impact its business. The costs of compliance with these laws and regulations are high and are likely to increase in the future. Any failure on the Company's part to comply with these laws and regulations can result in negative publicity and diversion of management time and effort and may subject the Company to significant liabilities and other penalties.
 
Furthermore, many of these laws were adopted prior to the advent of the internet and related technologies and, as a result, do not contemplate or address the unique issues of the internet and related technologies. The laws that do reference the internet are being interpreted by the courts, but their applicability and scope remain uncertain. For example, the laws relating to the liability of providers of online services are currently unsettled both within the U.S. and abroad. Claims may be threatened and filed against the Company under both U.S. and foreign laws for defamation, invasion of privacy and other tort claims, unlawful activity, patent, copyright and trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted by the Company's users, its products and services, or content generated by the Company's users. Moreover, recent amendments to U.S. patent laws became effective in 2012 and may affect the Company's ability to protect its innovations and defend against claims of patent infringement.
 
 
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In addition, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, the Company's liability for caching or hosting, or for listing or linking to, third-party websites that include materials that infringe copyrights or other rights, so long as the Company complies with the statutory requirements of this act. Any future legislation impacting these safe harbors may adversely impact the Company. Various U.S. and international laws restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In the area of data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as California’s Information Practices Act. The Company faces similar risks and costs as its products and services will be offered in international markets and may be subject to additional regulations.

The Company may in the future be subject to intellectual property or other claims, which are costly to defend, could result in significant damage awards, and could limit the Company's ability to use certain technologies in the future.

Internet, technology, and media companies own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, patent holding companies may seek to monetize patents they have purchased or otherwise obtained. As the Company grows, the intellectual property rights claims, including patent, copyright and trademark infringement lawsuits, against the Company may be filed and may increase as the Company develops new products, services, and technologies. Adverse results in these lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing the Company from offering certain features, functionalities, products, or services, and may also cause the Company to change its business practices, and require development of non-infringing products or technologies, which could result in a loss of revenues for the Company and otherwise harm its business.

In addition, agreements with the Company's potential customers and partners may require the Company to indemnify them for certain intellectual property infringement claims against them, which would increase the Company's costs as a result of defending such claims, and may require that the Company pay significant damages if there were an adverse ruling in any such claims. Furthermore, such customers and partners may discontinue the use of the Company's products, services, and technologies, as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact the Company's business.

 
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Regardless of the merits of the claims, intellectual property claims are often time consuming, expensive to litigate or settle, and cause significant diversion of management attention. To the extent such intellectual property infringement claims are successful, they may have an adverse effect on the Company's business, consolidated financial position, results of operations, or cash flows.
 
The Company may be subject to legal liability associated with providing online services or content.

The Company will host and provide a wide variety of services and products that enable users to exchange information, advertise products and services, conduct business, and engage in various online activities both domestically and internationally. The law relating to the liability of providers of these online services and products for activities of their users is still somewhat unsettled both within the U.S. and internationally. Claims could be threatened and brought against us for defamation, negligence, breaches of contract, copyright or trademark infringement, unfair competition, unlawful activity, tort, including personal injury, fraud, or other theories based on the nature and content of information which the Company publishes or to which the Company provides links or that may be posted online or generated by the Company or by third parties, including its users. In addition, the Company may in the future be subject to domestic or international actions alleging that certain content the Company generated or third-party content that the Company made available within its services violates laws in domestic and international jurisdictions.

The Company will also arrange for the distribution of third-party advertisements to third-party publishers and advertising networks, and will offer third-party products, services, or content. The Company may be subject to claims concerning these products, services, or content by virtue of its involvement in marketing, branding, broadcasting, or providing access to them, even if the Company does not itself host, operate, provide, or provide access to these products, services, or content. Defense of any such actions could be costly and involve significant time and attention of the Company's management and other resources, may result in monetary liabilities or penalties, and may require the Company to change its business in an adverse manner.
 
The Company's operating results may fluctuate, which will make its results difficult to predict and could cause the Company's results to fall short of expectations.

The Company's operating results may fluctuate as a result of a number of factors, many outside of its control. As a result, comparing the Company's operating results on a period-to-period basis may not be meaningful in the future, and you should not rely on the Company's results as an indication of future performance. The Company's quarterly and annual expenses as a percentage of its revenues may differ significantly in the future. The Company's operating results in future quarters may fall below expectations. Any of these events could cause the Company's stock price to fall. Each of the risk factors listed in this section and the following factors may affect the Company's operating results:
 
 
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The Company's ability to continue to attract users to its websites and satisfy existing users on its websites.
 
 
The Company's ability to monetize (or generate revenues from) traffic on its websites and network websites.
 
 
The Company's ability to attract advertisers to its program, and its ability to attract websites to its advertising program.
 
 
The generation of revenue on the Company's network websites and its own website.
 
 
The amount of revenues and expenses generated and incurred in currencies other than U.S. dollars, and the Company's ability to manage the resulting risk through foreign exchange risk management.
 
 
The amount and timing of operating costs and expenses and capital expenditures related to the maintenance and expansion of the Company's businesses, operations, and infrastructure.
 
 
The Company's focus on long-term goals over short-term results.
 
 
The results of the Company's investments in risky projects, including new business strategies and new products, services, and technologies.
 
 
The Company's ability to keep its websites operational at a reasonable cost and without service interruptions.
 
 
The Company's ability to generate significant revenues from other services in which the Company may invest considerable time and resources
 
Risks related to oil and gas exploration and development
 
We will need to raise additional financing to complete further exploration activities.
 
Additional funding will be required to conduct our 2014 exploration 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).
 
 
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Furthermore, if the results of our initial exploratory activities on the Duval County, Texas properties justify further work, 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. 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.
 
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) exploration, drilling or completion costs costs for the Duval County, Texas properties 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.
 
 
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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.
 
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. 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.
 
 
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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.
 
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.
 
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.
 
 
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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.
 
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.
 
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.
 
 
24

 
 
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.
 
The Company relies on highly skilled personnel and, if the Company is unable to retain or motivate key personnel, hire qualified personnel, or maintain its corporate culture, the Company may not be able to grow effectively.

The Company's performance largely depends on the talents and efforts of highly skilled individuals. The Company's future success depends on its continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of its organization. Competition in the Company's industry for qualified employees is intense, and certain of its competitors will direct-target its employees. In addition, the Company's proposed compensation arrangements, such as its equity award programs, may not always be successful in attracting new employees and skilled contactors and retaining and motivating existing employees/contractors. The Company's continued ability to compete effectively depends on its ability to attract new employees and to retain and motivate its existing employees. In addition, the Company's corporate culture will foster innovation, creativity, and teamwork. As the Company's organization grows, and the Company is required to implement more complex organizational management structures, the Company may find it increasingly difficult to maintain the beneficial aspects of its corporate culture. This could negatively impact its future success.
 
Risks Related to the Company's Common Stock

Sales of a Substantial Number of Shares of Common Stock Into the Public Market by Certain Stockholders May Result in Significant Downward Pressure on the Price of the Company's Common Stock and Could Affect Your Ability to Realize the Current Trading Price of the Company's Common Stock.

Sales of a substantial number of shares of the Company's common stock in the public market by certain stockholders could cause a reduction in the market price of its common stock. As of the date of this Current Report, the Company has 4,230,201,560 shares of common stock issued and outstanding. Of the total number of shares of common stock issued and outstanding, certain stockholders are able to resell shares pursuant to the Registration Statement declared effective on February 14, 2006.

 
25

 
 
As of the date of this Current Report, there are 52,736,170 outstanding shares of common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain conditions. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”Any significant downward pressure on the price of our common stock as the selling stockholders sell their shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

The Trading Price of Our Common Stock on the OTC Bulletin Board Will Fluctuate Significantly and Stockholders May Have Difficulty Reselling Their Shares.

As of the date of this Current Report, our common stock trades on the Over-the-Counter Bulletin Board. There is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our development efforts; (ii) failure to meet our revenue or profit goals or operating budgets; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

The Company's Common Stock is Classified as a “Penny Stock” Under SEC Rules Which Limits the Market for Our Common Stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.
 
 
26

 
 
Additional Issuance of Equity Securities May Result in Dilution to Our Existing Stockholders.

Our Articles of Incorporation, as amended, authorize the issuance of 7,000,000,000 shares of common stock, which authorized capital was increased simultaneously in accordance with the Forward Stock Split effective July 18, 2012. Effective February 10, 2014, our Board of Directors approved the designation of 2,000,000 shares of Series A preferred stock (the "Series A Preferred Stock"). The Designation of Series A Preferred Stock was filed with the Nevada Secretary of State on February 14, 2014 (Referenced in Note 15). Common stock and preferred stock are our only authorized class of stock. The board of directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, your proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.

A Majority of Our Directors and Officers are Outside the United States With the Result That it May Be Difficult for Investors to Enforce Within the United States Any Judgments Obtained Against Us or Any of Our Directors or Officers.

A majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on our directors or officers, or enforce within the United States or Canada any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them. In addition, investors may not be able to commence an action in a Canadian court predicated upon the civil liability provisions of the securities laws of the United States.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As of the date of this Annual Report, there are no unresolved comments pending from the Securities and Exchange Commission.

ITEM 2. PROPERTIES

We lease our principal office space located at Third Floor, 7-8 Conduit Street, Mayfair, London, UK W1S 2XF. The office costs us approximately $600 monthly. The office and services related thereto are on a month to month basis.
 
ITEM 3. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings other than disclosed below 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. Other than discussed below, management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
 
27

 
 
PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTCQB under the symbol “MCKE:OB” on approximately May 24, 2006. Our common stock currently trades on the OTCQB under the symbol “TAGG”. 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 as quoted by the OTCQB. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.
 
Quarter Ended
 
High Bid
   
Low Bid
 
December 31, 2013
  $ 0.0019     $ 0.0005  
September 30, 2013
  $ 0.0017     $ 0.012  
June 30, 2013
  $ 0.0315     $ 0.0062  
March 31, 2013
  $ 0.05     $ 0.02  
December 31, 2012
  $ 0.44     $ 0.04  
September 30, 2012
  $ 0.47     $ 0.03  
June 30, 2012
  $ 0.05     $ 0.01  
March 31,2012
  $ 0.01     $ 0.01  
 
As of April 15, 2014, we had 4,230,201,560 shares of our common stock outstanding. Our shares of common stock are held by approximately 32 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies. There is no trading market for the shares of our preferred stock.
 
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 on our common stock in the foreseeable future.
 
 
28

 
 
SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We have one equity compensation plan, the Morgan Creek Energy Corp. 2006 Stock Option Plan (the “2006 Plan”). The table set forth below presents information relating to our equity compensation plans as of the date of this Annual Report:

Plan Category
 
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(a)
   
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b)
   
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))
 
                         
Equity Compensation Plans Approved by Security Holders (2006 Stock Option Plan)
    -0-       -0-       50,000,000  
Equity Compensation Plans Not Approved by Security Holders Warrants
          -0-       -0-        -0-  
Total
    -0-                  
 
2006 Stock Option Plan

On April 3, 2006, the Board of Directors of the Company ratified, approved and adopted a Stock Option Plan for the Company in the amount of 16,666,670 shares with an exercisable period up to 10 years. 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. On April 28, 2008, the Board of Directors deemed it necessary to approve an amendment to the Stock Option Plan to an aggregate of 25,000,000 shares. On August 3, 2009, we effected the Forwad Stock Split, which increased the number of shares issuable under the Stock Option Plan from 25,000,000 shares to 50,000,000 shares.

The purpose of the 2006 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.

 
29

 
 
The 2006 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 2006 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 installments or by vesting only. The 2006 Plan provides authorization to the Board of Directors to grant Stock Options to purchase a total number of shares of Common Stock of the Company, not to exceed 25,000,000 shares as at the date of adoption by the Board of Directors of the 2006 Plan (as increased to 50,000,000 shares in accordance with the Forward Stock Split). At the time a Stock Option is granted under the 2006 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.

The exercise price of a Stock Option granted pursuant to the 2006 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.

Grant of Stock Options During Fiscal Years Ended December 31, 2008 and December 31, 2009

We had adopted the Stock Option Plan pursuant to which there was an aggregate of 25,000,000 shares available for issuance under the Stock Option Plan, reduced to 16,666,670 shares in accordance with a reverse stock split effective April 22, 2008, and subsequently increased to 25,000,000 shares by Board of Director approval and resolution on April 28, 2008. On December 12, 2006 our Board of Directors authorized the grant of an aggregate 6,166,680 Stock Options under the Stock Option Plan to certain officers, directors and consultants, at an exercise price of $0.33 per share expiring on December 12, 2016, taking into effect the reverse stock split (collectively, the “2006 Stock Options”), On April 30, 2008, our Board of Directors authorized the grant of an aggregate 12,500,000 Stock Options under the Stock Option Plan to certain officers, directors and consultants, at an exercise price of $0.10 per share expiring on April 30, 2018 (collectively, the “2008 Stock Options”).

 
30

 
 
On July 14, 2009, our Board of Directors approved the cancellation of certain of the 2006 Stock Options and the 2008 Stock Options, which aggregated 17,833,350 Stock Options thus leaving a balance of 833,330 Stock Options. Effective July 14, 2009, our Board of Directors then approved the re-issuance of 15,000,000 Stock Options (the “2009 Stock Options”) to certain of our officers, directors and consultants at an exercise price of $0.05 for a period of ten years.

On September 1, 2009, our Board of Directors approved the further grant of 1,000,000 stock options to one of our directors exercisable at $0.078 for a period of ten years;

On December 8, 2009, our Board of Directors approved the further grant of 1,000,000 Stock Options to one of our directors exercisable at $0.116 per share for a period of ten years.

During fiscal year ended December 31, 2011, an aggregate 833,330 Stock Options expired.

Effective June 15, 2012, the Board of directors ratified the cancellation of 15,000,000 stock options previously granted under the Company’s Stock Option Plan.

The remaining 2,000,000 Stock Options expired unexercised in 2012.

Thus, as of the date of this Annual Report, there are no Stock Options outstanding.

Incentive Stock Options

The 2006 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.

 
31

 
 
Common Stock Purchase Warrants

As of December 31, 2013 and as of the date of this Annual Report, there are no warrants issued and outstanding.
 
RECENT SALES OF UNREGISTERED SECURITIES

On June 15, 2012, the Company agreed to settle $135,000 of notes and accounts payable debts by issuing 22,500,000 common shares fair valued at $135,000 or $0.006 per share (Notes 7 and 11).

On June 29, 2012, the Company issued 45,378,670 shares of restricted common stock with a value of $272,272 related to the acquisition of Glob Media.

On May 7, 2013, the Company issued 17,101,710 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On May 28, 2013, the Company issued 6,427,916 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On June 10, 2013, the Company issued 4,545,454 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On June 18, 2013, the Company issued 4,489,338 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On June 25, 2013, the Company issued 4,500,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On July 2, 2013, the Company issued 6,080,477 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On July 16, 2013, the Company issued 6,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On July 16, 2013, the Company issued 15,584,416 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On July 17, 2013, the Company issued 12,500,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On July 23, 2013, the Company issued 8,471,075 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On July 31, 2013, the Company issued 18,660,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On August 6, 2013, the Company issued 18,660,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

 
32

 
 
On August 7, 2013, the Company issued 13,500,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On August 26, 2013, the Company issued 21,360,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On August 29, 2013, the Company issued 20,360,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On September 5, 2013, the Company issued 22,300,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On September 9, 2013, the Company issued 8,913,079 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On September 13, 2013, the Company issued 23,400,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On September 20, 2013, the Company issued 24,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On September 27, 2013, the Company issued 25,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013.

On October 3, 2013, the Company issued 30,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On October 9, 2013, the Company issued 30,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On October 14, 2013, the Company issued 32,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On October 17, 2013, the Company issued 32,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On October 21, 2013, the Company issued 28,904,615 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013
 
On November 1, 2013, the Company issued 37,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On November 8, 2013, the Company issued 38,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On November 8, 2013, the Company issued 22,727,273 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On November 13, 2013, the Company issued 25,214,285 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

 
33

 
 
On November 20, 2013, the Company issued 40,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013
 
On November 20, 2013, the Company issued 37,878,788 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On November 22, 2013, the Company issued 40,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On November 29, 2013, the Company issued 43,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On December 5, 2013, the Company issued 40,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013
 
On December 9, 2013, the Company issued 43,022,729 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013
 
On December 17, 2013, the Company issued 40,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013
 
On December 18, 2013, the Company issued 50,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013
 
On December 19, 2013, the Company issued 85,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On December 20, 2013, the Company issued 50,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On December 23, 2013, the Company issued 50,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On December 23, 2013, the Company issued 50,000,000 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

On December 30, 2013, the Company issued 5,785,714 common shares pursuant to a convertible promissory note. These common shares were outstanding as of December 31, 2013

Common shares issued and not yet outstanding

During the year ended December 31, 2013, the Company issued 536,672,501 common shares that are not yet outstanding as of December 31, 2013. They are as follows:

On May 31, 2013, the Company issued 83,333,333 common shares pursuant to a convertible promissory note. As of December 31, 2013, these common shares were held in escrow and not outstanding.

On June 14, 2013, the Company issued 26,339,168 common shares pursuant to a convertible promissory note. As of December 31, 2013, these common shares were held in escrow and not outstanding.

 
34

 
 
On October 31, 2013, the Company issued 150,000,000 common shares pursuant to a convertible promissory note. As of December 31, 2013, these common shares were held in escrow and not outstanding.

On November 11, 2013, the Company issued 75,000,000 common shares pursuant to a convertible promissory note. As of December 31, 2013, these common shares were held in escrow and not outstanding.

On December 18, 2013, the Company issued 202,000,000 common shares pursuant to a convertible promissory note. As of December 31, 2013, these common shares were held in escrow and not outstanding.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - SPECIAL MEETING OF SHAREHOLDERS
 
There were no matters submitted to a vote of the security holders during the year ended December 31, 2013.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The summarized financial data set forth in the table above is derived from and should be read in conjunction with our audited financial statements for the period from inception (October 19, 2004) to fiscal year ended December 31, 2013, including the notes to those financial statements which are included in this Annual Report. 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.

We a development stage company and have not generated any revenue to date. The above table sets forth selected financial information for the periods indicated. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
 
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 
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RESULTS OF OPERATION

Fiscal Year Ended December 31, 2013 Compared to Fiscal Year Ended December 31, 2012.

Our net loss for fiscal year ended December 31, 2013 was ($3,865,852) compared to a net loss of ($481,734) during fiscal year ended December 31, 2012 (an increase of $3,384,116). During fiscal years ended December 31, 2013 and 2012, we did not generate any revenue.

During fiscal year ended December 31, 2013, we incurred operating expenses of approximately $361,636 compared to $623,878 incurred during fiscal year ended December 31, 2012 (a decrease of $262,242). These operating expenses incurred during fiscal year ended December 31, 2013 consisted of: (i) consulting fees of $75,983 (2012: $143,675); (ii) management fees – related party of $128,766 (2012: $101,041); (iii) office and general of $58,345 (2012: $275,794); and (v) professional fees of $98,542 (2012: $103,368).

Operating expenses incurred during fiscal year ended December 31, 2013 compared to fiscal year ended December 31, 2012 decreased primarily due to lower office costs and lower consulting fees. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

During fiscal year ended December 31, 2013, we recorded total other expenses consisting of interest expense of $42,073 (2012: $37,279), impairment of goodwill of $347,302 (2012: $0), interest expense-derivative of $3,114,841 ( 2012: $Nil), a gain on forgiveness of debt of $0 ( 2012: $229,423) and abandonment expense of $0 ( 2012: $50,000).

Thus, our net loss during fiscal year ended December 31, 2013 was ($3,865,852) or ($0.00) per share compared to a net loss of ($481,734) or ($0.00) per share during fiscal year ended December 31, 2012. The weighted average number of shares outstanding was 1,041,468,158 for fiscal year ended December 31, 2013 compared to 298,515,200 for fiscal year ended December 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between December 31, 2013, and December 31, 2012:
 
    December 31,
2013
   
December 31,
2012
    $
Change
    %
Change
 
                         
Working Capital
  $ (3,865,803 )   $ (1,213,019 )   $ (2,638,784 )  
(Over 100)
%
Cash
    1,584       7,575       (5,991 )     (79.1) %
Total current assets
    1,608       7,599       (5,991 )     (78.8) %
Total assets
    3,098       357,807       (354,709 )     (99.1) %
Accounts payable and accrued liabilities
    441,631       455,001       (13,370 )     (2.9) %
Loans payable
    95,360       756,100       (660,740 )     (87.4) %
Notes payable and accrued interest
    187,443       -       187,443    
Over 100
%
Derivative liability
    3,114,841       -       3,114,841    
Over 100
%
Total current liabilities
    3,867,411       1,220,618       2,646,793    
Over 100
%
Total liabilities
    3,867,411       1,220,618       2,646,793    
Over 100
%
 
At December 31, 2013, our working capital deficit decreased as compared to December 31, 2012, primarily as a result of an increase in derivative liability of $3,114,841.
 
 
36

 
 
Fiscal Year Ended December 31, 2013

As of December 31, 2013, our current assets were $1,608 (2012: $7,599) and our current liabilities were $3,867,411 ( 2012: $1,220,618), which resulted in a working capital deficit of $3,865,803 ( 2012: deficit of $1,213,019). As of December 31, 2013, current assets were comprised of: (i) $1,584 in cash ( 2012: $7,575); and (ii) $24 in prepaid expense ( 2012: $24). As of December 31, 2013, current liabilities were comprised of: (i) $441,631 in accounts payable and accrued liabilities ( 2012: $455,001); (ii) $28,136 in amounts due to related parties ( 2012: $9,518); (iii) $95,360 in loans payable ( 2012: $756,100); (iv) $187,443 in convertible loans ( 2012: $0): and (v) $3,114,841 in derivative liability (2012: $0).

As of December 31, 2013, our total assets were $3,098 ( 2012: $357,807) comprised of (i) cash of $1,584 ( 2012: $7,575), (ii) prepaids of $24 ( 2012: $24), (iii) and equipment of $1,490 ( 2012: $2,906).

As of December 31, 2013, our total liabilities were $3,867,411 ( 2012: $1,220,618) comprised entirely of current liabilities. The increase in liabilities during fiscal year ended December 31, 2013 from fiscal year ended December 31, 2012 was primarily due to derivative liability on convertible loans.

Stockholders’ Equity/Deficit decreased from a deficit of ($862,811) for fiscal year ended December 31, 2012 to Stockholders’ deficit of ($3,864,313) for fiscal year ended December 31, 2013.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the fiscal year ended December 31, 2013, net cash flows used in operating activities was ($354,970), consisting primarily of a net loss of ($3,865,852). Net cash flows used in operating activities was adjusted by $1,416 for amortization. Net cash flows used in operating activities was further changed by an increase of $42,075 in accrued interest, an increase of $3,114,841 in accrued interest-derivative liability, an impairment expense of $347,302, a decrease of ($13,370) in accounts payable and accrued liabilities and an increase of $18,618 in due to related parties.

For fiscal year ended December 31, 2012, net cash flows used in operating activities was ($520,428), consisting primarily of a net loss of ($481,734). Net cash flows used in operating activities was adjusted by ($229,423) for forgiveness of debt, $50,000 for impairment of oil and gas properties and $236 for depreciation. Net cash flows used in operating activities was further changed by an increase of $37,279 in accrued interest, an increase of $343,264 in accounts payable and accrued liabilities, a decrease of ($247,816) in due to related parties and an increase of $7,766 in prepaid expenses and deposits.

 
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Cash Flows from Investing Activities

For fiscal year ended December 31, 2013, net cash flows from in investing activities was $0. For fiscal year ended December 31, 2012, net cash flows from investing activities was ($2,654) consisting of ($2,841) in intellectual property and $187 in the acquisition of Glob Media, net of cash received.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For fiscal year ended December 31, 2013, net cash flows provided from financing activities was $348,979 compared to $526,539 for fiscal year ended December 31, 2012. Cash flows from financing activities for fiscal year ended December 31, 2013 consisted of $348,979 in proceeds from convertible promissory notes. Cash flows from financing activities for fiscal year ended December 31, 2012 was $526,539 consisting of loans payable.

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

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. 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.

MATERIAL COMMITMENTS

During 2012, the Company received loan proceeds of $245,000 from an unrelated party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. During 2013, the Company assigned the entire outstanding balance on this loan to Magna Group LLC.

 
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During fiscal year ended December 31, 2011, we received loan proceeds of $175,000 from an unrelated third party. The loan was evidenced in a promissory note dated May 15, 2011 and maturing November 15, 2011. The promissory note bears interest at the rate of 10% per annum and is due on demand. During 2013, the Company assigned $100,000 of principal plus accrued interest on this loan to WHC and the remaining $75,000 in principal plus accrued interest to CP-US Income Group LLC.

During 2012, the Company received loan proceeds of $25,000 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum. During 2013, the Company assigned the entire outstanding balance on this loan to CP-US Income Group LLC.

During 2012, the Company received loan proceeds of $60,000 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum. During 2013, the Company assigned the entire outstanding balance on this loan to CP-US Income Group LLC.

During 2012, the Company received loan proceeds of $99,953 from an unrelated third party pursuant to an unsecured promissory note. The promissory note is due on demand and bears interest at a rate of 10% per annum. During 2013, the Company assigned the entire outstanding balance on this loan to CP-US Income Group LLC.

During 2012, the Company received loan proceeds of $39,500 from an unrelated third party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. During 2013, the Company repaid $5,000 and assigned the remaining outstanding balance of the loan to Tidepool LLC.

During 2012, Glob Media received loan proceeds of $50,865 from an unrelated third party pursuant to an unsecured promissory note agreement. The promissory note is due on demand and bears interest at 10% per annum. Total accrued interest was $2,319 leaving a total of $53,184 owing on this promissory note at December 31, 2013.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

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.

 
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GOING CONCERN

The independent auditors' report accompanying our December 31, 2013 and December 31, 2012 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
 
The financial statements and related notes are included as part of this Report as indexed in the appendix on page F-1.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 5, 2012, we formally informed De Joya Griffith, LLC of their dismissal as our independent registered public accounting firm.

The reports of De Joya Griffith, LLC on our financial statements as of and for the year ended December 31, 2011, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern.
 
Our Board of Directors participated in and approved the decision to change independent registered public accounting firms.
 
During our two most recent fiscal years preceding the termination of De Joya Griffith, LLC, and through November 5, 2012, there were no disagreements with De Joya Griffith, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of De Joya Griffith, LLC would have caused them to make reference thereto in connection with their report on the financial statements for such years.
 
De Joya Griffith, LLC has furnished a letter addressed to the SEC stating that it agrees with the above statements.
 
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Effective on April 19, 2013, Patrick Rodgers, CPA, PA (“PR”), with address at 309 East Citrus Street, Altamonte Springs, Florida 32701, was engaged to serve as the Company's new independent certifying accountant to audit the Company's financial statements.

Prior to engaging PR, the Company had not consulted PR regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on the Company’s financial statements or a reportable event, nor did the Company consult with PR regarding any disagreements with its prior auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.
 
 
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The dismissal of De Joya Griffith as the Company’s certifying independent accountant and the engagement of PR as its new certifying independent accountant were both approved by our board of directors.

On January 20, 2014, the Company accepted the resignation of Patrick Rodgers, CPA, P.A. (“Rodgers”) from his engagement to be the independent certifying accountant for the Company.
 
Effective March 6, 2014, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Patrick Rodgers, CPA, PA due to Rogers’ violations of PCAOB rules and auditing standards in auditing the financial statements and PCAOB rules and quality control standards with respect to Rogers’ clients; the Registrant was not one of the clients for which Rogers was sanctioned. You can find a copy of the order at http://pcaobus.org/Enforcement/Decisions/Documents/2014_Rodgers.pdf

Other than an explanatory paragraph included in Rodgers’ audit report for the Company's fiscal year ended December 31, 2012 relating to the uncertainty of the Company's ability to continue as a going concern, the audit report of Rodgers on the Company's financial statements for the last fiscal year ended December 31, 2012 through January 20, 2014, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company's 2012 fiscal year and through the date of this Current Report on Form 10-K, (1) there were no disagreements with Rodgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Rodgers, would have caused Rodgers to make reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
 
On January 20, 2014, the Company’s Board of Directors approved the engagement of Terry L. Johnson, CPA, as the Company's independent accountant effective immediately to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal years ended December 31, 2012 and 2011 through January 20, 2014 neither the Company nor anyone acting on its behalf consulted with Terry L. Johnson, CPA regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Terry L. Johnson, CPA on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with Rodgers or a reportable event with respect to Rodgers. The Registrant provided Patrick Rodgers, CPA, PA with an exhibit 16.1 letter to sign but the firm refused to sign the letter. 

The report of Terry L. Johnson, CPA on our financial statements for the fiscal year ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our fiscal years ended December 31, 2013 and 2012, there were no disagreements between us and Terry L. Johnson, CPA, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Terry L. Johnson, CPA, would have caused Terry L. Johnson, CPA to make reference thereto in their reports on our audited financial statements.
 
 
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ITEM 9A. CONTROLS AND PROCEDURES
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) /Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of December 31, 2013 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
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) under the Exchange Act). Under the supervision and with the participation of the Company’s management, including the chief executive officer and principal financial officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2013. 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.

This Annual Report does not include an attestation report of our registered public accounting firm Terry L. Johnson, CPA regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Inherent Limitations on Effectiveness of Controls

We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our CEO/CFO has concluded that these controls and procedures are not effective at the “reasonable assurance” level.
 
Changes in internal controls

There were no changes in internal controls for the fiscal year ended December 31, 2013.

 
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AUDIT COMMITTEE REPORT

The Company previously had an Audit Committee with three appointed members. Two members were “independent” within the meaning of Rule 10A-3 under the Exchange Act and were in addition financial experts. As of the date of this Annual Report and with the resignation of the prior members of the Board of Directors and executive officers, the Company no longer has an Audit Committee. However, the Company intends to appoint new members to the Audit Committee during fiscal year 2014.
 
ITEM 9B. OTHER INFORMATION
 
Not applicable.
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
 
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 the Company
         
Richard Elliot-Square
  66  
Chief Executive Officer/Principal Executive Officer/ Chief Financial Officer, a Director and Compensation Committee member and Nominating Committee chairman as at December 31, 2013
         
Gerard Danos
  37  
President, 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.

 
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Mr. Richard Elliot-Square. During the past twenty years, Mr. Elliot-Square has been an investment banker based in London, Vancouver and Zurich specializing in the introduction of investment banking and venture capital projects. Recently, Mr. Elliot-Square has been successful in the re-structuring and funding of several publicly traded companies in the United Kingdom and North America. He also acts as an advisor to a number of international companies. During the course of his career, Mr. Elliot-Square has been involved in many ventures that have provided him direct access to a wide network of contacts in the financial markets and banking sectors. He has been a director of several companies in the United Kingdom and the United States, and a founder of several publicly traded corporations, including Telecom Plus PLC (UK) and Channel i Limited (USA). Mr. Elliot-Square was a founding director of iCraveproductions Limited and also of Thurlestone Associates Limited. He also serves as the London office representative of the Maltese based CSB Group.
 
Mr. Elliot-Square was commissioned as an army officer in the Royal Scots Dragoon Guards and since leaving the Army, has been involved in many aspects of international business, including trade funding, the manufacture of motor vehicles, banking and brokering, import and export, as well as being invested in oil and gas and other resource companies.

Gerard Danos. Mr. Danos is a highly skilled, entrepreneurial-minded businessman who is an accomplished energy-industry professional with a track record of results-driven success in his career. Mr. Danos brings to the Corporation exceptional business acumen coupled with an in-depth knowledge and understanding of the oil and gas industry and its market dynamics. Mr. Danos is also a private investor and currently holds positions with several companies in the oil and gas sector, including chairman & chief executive officer of Lighthouse Petroleum, Inc., a publicly traded company on the OTC Markets that currently operates in Texas and Louisiana. Mr. Danos has successfully restructured and reorganized Lighthouse Petroleum Inc. by overhauling management, drastically reducing debt, and securing revenue-generating oil and gas leases. Mr. Danos previously held positions with Treaty Energy Corporation, an oil and gas exploration company operating in the United States and Central America, where he served in an advisory capacity at its startup and later became its chief operating officer, secretary, and board member. Prior to joining Treaty Energy Corporation, Mr. Danos was owner/principal at St. Catherine’s Hospice, LLC where he helped guide the company from startup to one of the region’s leading hospice providers. Mr. Danos also served as vice president and director for Medico, LLC, a subsidiary of Magnolia Management Corporation, a privately held company that operates more than 65 long-term care facilities throughout Louisiana and Mississippi.

Mr. Danos earned a Bachelor’s Degree from Louisiana State University in Baton Rouge.
 
FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).
 
 
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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 Securities and Exchange Commission. 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 December 31, 2013.
 
COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

The Company previously had an Audit Committee with three appointed members. Two members were “independent” within the meaning of Rule 10A-3 under the Exchange Act and were in addition financial experts. As of the date of this Annual Report and with the resignation of the prior members of the Board of Directors and executive officers, the Company no longer has an Audit Committee. However, the Company intends to appoint new members to the Audit Committee during fiscal year 2013.

The Audit Committee operates under a written charter adopted by the Board of Directors on November 20, 2004. The Board of Directors pursuant to a special meeting held on December 18, 2008 adopted an amended audit committee charter and responsibilities. The Audit Committee's primary function is to provide advice with respect to our financial matters and to assist the Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The Audit Committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor the Company's financial reporting process and internal control system; (ii) review and appraise the audit efforts of the Company's independent accountants; (iii) evaluate the Company's quarterly financial performance as well as the Company's compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and the Board of Directors.
 
Compensation Committee

The Company previously had a Compensation Committee with two appointed members. As of the date of this Annual Report and with the resignation of the prior members of the Board of Directors and executive officers, the Company no longer has a Compensation Committee. However, the Company intends to appoint new members to the Compensation Committee during fiscal year 2014. The Compensation Committee operates under a written charter adopted by the Board of Directors pursuant to a special meeting held on December 18, 2008.
 
 
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Overview of Compensation Process
 
The Compensation Committee of our Board of Directors is responsible for setting the compensation of our executive officers, overseeing the Board’s evaluation of the performance of our executive officers and administering our equity-based incentive plans, 401(k) plan and deferred compensation plan, among other things. The Compensation Committee undertakes these responsibilities pursuant to a written charter adopted by the Compensation Committee and the Board of Directors, which will be reviewed at least annually by the Compensation Committee. The charter may be viewed in full on our website, www.morgancreekenergy.com under the “Corporate Governance” tab on the Investor Relations page.
 
The Compensation Committee is composed solely of “non-employee directors” as defined in Rule 16b-3 of the rules promulgated under the Exchange Act, “outside directors” for purposes of regulations promulgated pursuant to Section 162(m) of the Internal Revenue Code (“IRC”), and “independent directors” as defined in Section 303A of the New York Stock Exchange (“NYSE”) corporate governance listing standards, in each case as determined by the Board of Directors. Our Board of Directors recommends Compensation Committee membership based on such knowledge, experience and skills that it deems appropriate in order to adequately perform the responsibilities of the Compensation Committee
 
The Compensation Committee 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 Compensation Committee 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, the Compensation Committee seeks to develop compensation strategies and programs that will attract, retain and motivate highly qualified and high-performing executives through compensation that is:
 
(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.
 
 
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It is the Compensation Committee’s goal to have a substantial portion of each executive officer’s compensation contingent upon our performance, as well as upon his or her individual performance. The Compensation Committee’s 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 the Compensation Committee deems appropriate. The Compensation Committee’s 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 the philosophies of the Compensation Committee, the Compensation Committee has 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.
 
ADDITIONAL CORPORATE GOVERNANCE POLICIES

Our Board of Directors considered additional corporate governance issues, structure, policies and principles. Therefore, pursuant to a Board of Directors meeting held on December 18, 2008, our Board of Directors adopted the following documents as additional governing corporate governance documents (collectively, the Corporate Governance Documents”): (i) Taglikeme Corp. Corporate Governance Principles; (ii) Taglikeme Corp. Nominating and Governance Committee Charter and Responsibilities; (iii) Taglikeme Corp. Board Committees Policy; (iv) Taglikeme Corp. Code of Business Conduct and Ethics; (v) Taglikeme Corp. Code of Conduct for the Board of Directors; (vi) Taglikeme Corp. Corporate Governance Guideline; (vii) Taglikeme Corp. Corporate Governance Policy’ (viii) Taglikeme Corp. Conflict of Interest Policy; (ix) Taglikeme Corp. Whistleblower Policy; (x) Taglikeme Corp. Board Roles and Responsibilities.

On March 25, 2010, the Board of Directors held a special meeting pursuant to which the Corporate Governance Documents, as amended, were approved and the members were appointed to the Audit Committee, the Compensation Committee and the Nominating Committee, respectively.
 
ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth, for our named executive officers for the two completed fiscal years ended December 31, 2013 and 2012:
 
SUMMARY COMPENSATION TABLE
 
Name and Principal Position
 
Year
 
Salary
($) (1)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)(2)
   
Non-Equity Incentive Plan Compensation
($)
   
Non-Qualified Deferred Compensation Earnings
($)
   
All Other Compensation
($)
   
Total
($)
 
                                                                     
Richard Elliot-Square, current
 
2013
  $ 120,000       -0-       -0-       -0-       -0-       -0-       -0-     $ 120,000  
CEO/CFO
 
2012
  $ 25,000       -0-       -0-       -0-       -0-       -0-       -0-     $ 25,000  
 
(1)
This amount represents fees accrued and/or paid by us to the Named Executive Officers during the past year pursuant to consulting services provided in connection with his position as Chief Executive Officer/Chief Financial Officer:
 
During fiscal year ended December 31, 2013, we incurred $120,000 in management fees payable to Richard Elliot-Square, our current Chief Executive Officer/Chief Financial Officer.
 
 
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Outstanding Equity Awards at Fiscal Year-End
 
The following table provides information for each of our named executive officers as of the end of our last completed fiscal year, December 31, 2013:
 
    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END  
    OPTION AWARDS     STOCK AWARDS  
Name
     
Number of Securities Underlying Unexercised Options
Exercisable
 (#)
   
Number of Securities Underlying Unexercised Options
Unexercisable
 (#)
   
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
 (#)
   
Option Exercise Price
 ($)
   
Option Expiration Date
   
Number of Shares or Units of Stock That Have Not Vested
 (#)
   
Market Value of Shares or Units of Stock That Have Not Vested
 ($)
   
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
 (#)
   
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
 (#)
 
                                                           
Richard Elliot-Square current
 
2013
    -       -       -       -       -       -       -       -       -  
CEO/CFO   2012     -       -       -       -       -       -       -       -       -  
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of the date of this Annual Report, the following table sets forth certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Annual Report, there are 4,230,201,560 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner(1)
 
Amount and Nature of Beneficial Ownership(1)
 
Percentage of
Beneficial
Ownership
         
Directors and Officers:
       
Richard Elliot Square
    10,000,000     -
All executive officers and directors as a group (4 persons)
    10,000,000     -
Beneficial Owners Greater than 5%
    -   -
___________________
*
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 this Annual Report. As of the date of this Annual Report, there are 4,230,201,560 shares issued and outstanding.
 
 
48

 
 
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 noted below, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us during fiscal year ended December 31, 2013.
 
Management Fees

In the year ended December 31, 2013, we incurred $128,766 (December 31, 2012 -$101,041) for management fees to officers and directors. As of December 31, 2013, total amount owed in accrued and unpaid management fees and expenses are $28,136 (December 31, 2012 - $9,518).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended December 31, 2013, we incurred approximately $20,000 in fees to our principal independent accountant for professional services rendered in connection with the audit of our financial statements for fiscal year ended December 31, 2013 and for the review of our financial statements for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013.

During fiscal year ended December 31, 2012, we incurred approximately $31,815 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for fiscal year ended December 31, 2012 and for the review of our financial statements for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012.

During fiscal year ended December 31, 2013, we did not incur any other fees for professional services rendered by our principal independent accountant for all other non-audit services which may include, but is not limited to, tax-related services, actuarial services or valuation services.
 
 
49

 
 
ITEM 15. EXHIBITS AND FINANCIAL SCHEDULES
 
The following exhibits are filed as part of this Annual Report.
 
Exhibit No.
 
 Document
     
3.1
 
Articles of Incorporation (1)
     
3.1 (1)
 
Certificate of Amendment dated December 20, 2012 filed with the Nevada Secretary of State. ( 10)
     
3.1 (2)
 
Certificate of Amendment dated October 17, 2013 filed with the Nevada Secretary of State. (15)
     
3.1 (3)
 
Certificate of Amendment dated January 7, 2014 filed with the Nevada Secretary of State. (16)
     
3.1 (4)
 
Certificate of Amendment dated February 10, 2014 filed with the Nevada Secretary of State. (18)
     
3.1 (5)
 
Certificate of Amendment dated March 13, 2014 filed with the Nevada Secretary of State. (20)
     
3.2
 
Bylaws (1)
     
4.1
 
Chapman Oil and Gas Lease (2)
     
4.2
 
Hurley Oil and Gas Lease (2)
     
4.3
 
Lease Assignment between Geneva Energy Corp. and Morgan Energy Corp dated December 17, 2004 (2)
     
4.4
 
Fletcher Lewis Letter (3)
     
4.5
 
Fletcher Lewis Consent dated December 31, 2004 (3)
     
4.6
 
American News Publishing Letter dated January 13, 2006 (3)
     
4.7
 
Magna Group Assignment Agreement dated April 1, 2013 for 12% Convertible Note (11)
     
4.8
 
Hanover Holdings Securities Purchase Agreement dated April 15, 2013 for 12% Convertible Note (12)
     
4.9
 
Magna Group Assignment Agreement dated May 10, 2013 for 12% Convertible Note (13)
     
4.10
 
Hanover Holdings Securities Purchase Agreement dated May 10, 2013 for 12% Convertible Note (14)
 
 
50

 
 
10.1
 
Asset Purchase Agreement between Morgan Creek Energy Corp. and Geneva Energy Corp. Dated December 15, 2004 (1)
     
10.2
 
Share Exchange Agreement among Morgan Creek Energy Corp., Glob Media Works Inc. and the shareholders of Glob Media Works Inc. (8)
     
10.2
 
Charter of Audit Committee (1)
     
10.3
 
Executive Services Agreement between Morgan Creek Energy Corp, Westhampton Ltd., and David Urquhart dated April 30, 2008. (5)
     
10.4
 
Option Agreement between Morgan Creek Energy Corp. and Westrock Land Corp dated October 31, 2008. (6)
     
10.5
 
Option Agreement between Morgan Creek Energy Corp. and Westrock Land Corp. dated August 26, 2010 (7)
     
10.6
 
Securities Exchange Agreement between the Company and Nola Energy Inc. dated February 27,2014 (19)
     
14
 
Code of Business Conduct (1)
     
16
 
Letter of Dale Matheson Carr-Hilton LaBonte LLP Chartered Accountants (4)
     
16.1
 
Letter from DeJoya Griffith and Company, LLC dated November 8, 2012 to the Securities and Exchange Commission regarding statements included in Form 8-K filed November 13, 2012. (9)
     
16.2
 
Letter from Patrick Rodgers, CPA, P.A. dated January 21, 2014 to the Securities and Exchange Commission regarding statements included in a Form 8-K filed January 21, 2014 (17)
     
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 under Section1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act.
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
51

 
 
(1)
Incorporated by reference from Form SB-2 filed with the Commission on April 11, 2005.

(2)
Incorporated by reference from Form SB-2/A filed with the Commission on June 14, 2005.

(3)
Incorporated by reference from Form SB-2/A filed with the Commission on January 13, 2006.

(4)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on August 3, 2008.

(5)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on April 5, 2008.

(6)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on November 5, 2008.

(7)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on August 27, 2010.

(8)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on June 29, 2012.

(9)
Incorporated by reference from Form Current Report on 8 K/A filed with the Commission on November 15, 2012.

(10)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on December 20,2012.

(11)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(12)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(13)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(14)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on May 29, 2013.

(15)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on October 22, 2013.

(16)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on January 10, 2014.

(17)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on January 21, 2014.

(18)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on February 20, 2014.

(19)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on March 5, 2014.

(20)
Incorporated by reference from Form Current Report on 8-K filed with the Commission on March 21, 2014.
 
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
52

 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  TAGLIKEME CORP.  
       
Date: April 15, 2014
By:
/s/ Richard Elliot-Square  
    Richard Elliot-Square  
    Chief Executive Officer/Chief Financial Officer  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Richard Elliot-Square
 
Chief Executive Officer,
 
April 15, 2014
Richard Elliot-Square   Chief Financial Officer    
 
 
53

 
 
Table of Contents
 
   
Page
 
Financial Statements of TagLikeMe Corp
     
       
Report of Independent Registered Public Accounting Firm
    F-1  
         
Balance Sheets as of December 31, 2013 and 2012
    F-2  
         
Statements of Operations for the Years ended December 31, 2013 and 2012, and from Inception (October 19, 2004) to December 31, 2013
    F-3  
         
Statement of Stockholders' Deficit for Years ended December 31, 2013 and 2012, and from Inception (October 19, 2004) to December 31, 2013
    F-4  
         
Statement of Cash Flows for the Years ended December 31, 2013 and 2012, and from Inception (October 19, 2004) to December 31, 2013
    F-5  
         
Notes to the Financial Statements
    F-6  
 
 
54

 
 
TERRY L. JOHNSON, CPA
406 Greyford Lane
Casselberry, Florida 32707
Phone 407-721-4753
Fax/Voice Message 866-813-3428
E-mail cpatlj@yahoo.com
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
TagLikeMe Corp.

I have audited the accompanying consolidated balance sheets of TagLikeMe Corp. as of December 31, 2013 and 2012 and the consolidated statements of operations, consolidated stockholders’ equity, and consolidated cash flows for the years ended December 31, 2013 and 2012, and from October 19, 2004 to December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these consolidated financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TagLikeMe Corp. as of December 31, 2013 and 2012 and the results of its consolidated operations and its consolidated cash flows for the years ended December 31, 2013 and 2012, and from October 19, 2004 to December 31, 2013 in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Terry L. Johnson, CPA
Casselberry, Florida
April 14, 2014
 
 
F-1

 

ITEM 1. FINANCIAL STATEMENTS TAGLIKEME CORP.

TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
 (A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
 
   
December 31,
   
December 31,
 
   
2013
   
2012
 
ASSETS
CURRENT ASSETS
           
Cash
  $ 1,584     $ 7,575  
Prepaid expenses and other
    24       24  
Total Current Assets
    1,608       7,599  
                 
OTHER ASSETS
               
Equipment, net
    1,490       2,906  
Goodwill
    -       347,302  
Total Other Assets
    1,490       350,208  
                 
TOTAL ASSETS
  $ 3,098     $ 357,807  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 441,631     $ 455,001  
Due to related parties (Note 5 )
    28,136       9,518  
Loans payable (Note 6)
    95,360       756,100  
Convertible promissory notes (Note 7)
    187,443       -  
Derivative liability (Note 7)
    3,114,841       -  
Total Current Liabilities
    3,867,411       1,220,618  
                 
STOCKHOLDERS’ DEFICIT
               
Common stock, $0.001 par value: 4,000,000,000 shares authorized
    1,463,327       330,940  
2,000,000,000 issued 1,463,327,499 outstanding and 330,940,630 issued
               
and outstanding at December 31, 2013 and December 31, 2012, respectively
               
Stock Payable
    80,903       -  
Additional paid-in capital
    13,591,580       13,940,520  
Accumulated deficit during exploration stage
    (19,000,123 )     (15,134,271 )
Total Stockholders' Deficit
    (3,864,313 )     (862,811 )
                 
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT
  $ 3,098     $ 357,807  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
For the Years Ended
December 31,
   
From Inception (October 19, 2004) to December 31,
 
   
2013
   
2012
   
2013
 
                         
REVENUES
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
Investor relations
    -       -       921,268  
Consulting fees
    75,983       143,675       1,100,195  
Management fees – related party
    128,766       101,041       1,526,250  
Management fees - stock based compensation
    -       -       2,430,595  
Impairment of oil and gas properties
    -       -       6,708,952  
Office and general
    58,345       275,794       1,219,419  
Professional fees
    98,542       103,368       1,268,483  
Total Operating Expenses
    361,636       623,878       15,175,162  
                         
NET OPERATING LOSS
    (361,636 )     (623,878 )     (15,175,162 )
                         
OTHER INCOME (EXPENSE)
                       
Gain on expired oil and gas lease option
    -       -       100,000  
Impairment of goodwill
    (347,302 )     -       (347,302 )
Financing costs
    -       -       (424,660 )
Gain on forgiveness of debt
    -       229,423       229,423  
Abandonment expense
    -       (50,000 )     (50,000 )
Interest expense
    (42,073 )     (37,279 )     (217,581 )
Interest expense-derivative
    (3,114,841 )     -       (3,114,841 )
Total other income (expense)
    (3,504,216 )     142,144       (3,824,961 )
                         
NET LOSS
  $ (3,865,852 )   $ (481,734 )   $ (19,000,123 )
                         
BASIC & DILUTED LOSS PER COMMON SHARE
    (0.00 )     (0.00 )        
                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING     1,041,468,158       298,515,200          
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
TAGLIKEME CORP.
(FORMERLY Morgan Creek Energy Corp)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (OCTOBER 19, 2004) TO DECEMBER 31, 2013
 
 
 
Common Stock
   
Additional
   
Private
   
Deficit accumulated
during
   
Total
 
 
 
Number of
Shares
   
Amount
   
Paid in
Capital
   
Placement
Subscriptions
   
exploration
stage
   
Stockholders’
Equity
 
Balance, October 19, 2004
    -     $ -     $ -     $ -     $ -     $ -  
Common stock issued for oil and gas property at $0.0075 per share – November 19, 2004
    80,000,000       80,000       520,000       -       -       600,000  
Capital distribution to founding share holder on acquisition of oil and gas property (Note 4)
    -       -       (600,000 )     -       -       (600,000 )
Common stock issued for cash at $0.0075 per share – November 26, 2004 and December 15, 2004
    45,833,330       45,833       297,917       -       -       343,750  
Common stock issued for cash at $0.0375 per share – December 15, 2004
    8,802,670       8,802       321,298       -       -       330,100  
Net loss for the period
    -       -       -       -       (23,729 )     (23,729 )
Balance, December 31, 2004
    134,636,000       134,635       539,215       -       (23,729 )     650,121  
Common stock issued for cash at $0.0375 per share – March 9, 2005
    933,330       933       34,067       -       -       35,000  
Net loss for the year
    -       -       -       -       (204,026 )     (204,026 )
Balance, December 31, 2005
    135,569,330       135,568       573,282       -       (227,755 )     481,095  
Common stock issued for cash at $0.45 per share – October 16, 2006
    3,147,020       3,147       1,413,011       -       -       1,416,158  
Common stock issued for oil and gas property at $0.525 per share – October 17, 2006 (Note 4)
    666,670       667       349,333       -       -       350,000  
Stock-based compensation
    -       -       1,527,170       -       -       1,527,170  
Restricted common shares cancelled – December 19, 2006
    (40,000,000       (40,000       40,000       -       -       -  
Net loss for the year
    -       -       -       -       (3,918,002 )     (3,918,002 )
Balance, December 31, 2006
    99,383,020       99,382       3,902,796       -       (4,145,757 )     (143,579 )
Net loss for the year
    -       -       -       -       (817,021 )     (817,021 )
Balance, December 31, 2007
    99,383,020       99,382       3,902,796       -       (4,962,778 )     (960,600 )
Shares for debt at $0.0075 per share – February 13, 2008
    25,253,560       25,253       1,868,765       -       -       1,894,018  
Shares for debt at $0.063 per share – March 24, 2008
    15,285,380       15,285       947,695       -       -       962,980  
Common stock issued for cash at $0.0075 per share – July 3, 2008 and October 23, 2008, net of finder’s fees
    12,240,000       12,240       884,847       -       -       897,087  
Stock based compensation – options
    -       -       436,955       -       -       436,955  
Net loss for the year
    -       -       -       -       (2,021,930 )     (2,021,930 )
Balance, December 31, 2008
    152,161,960       152,160       8,041,058     $ -       (6,984,708 )     1,208,510  
                                                 
Shares for debt at $0.0025 per share – July 20, 2009
   
8,200,000
     
8,200
     
196,800
     
-
     
-
     
205,000
 
Common stock issued for cash at $0.0025 per share – September 30, 2009, net of finder’s fees
   
9,800,000
     
9,800
     
231,700
     
-
     
-
     
241,500
 
Stock based compensation – options
   
-
     
-
     
466,470
     
-
     
-
     
466,470
 
Subscription proceeds received (Note 9)
   
-
     
-
     
-
     
1,468,000
     
-
     
1,468,000
 
Net loss for the year
   
-
     
-
     
-
     
-
     
(1,860,595
)
   
(1,860,595
)
Balance, December 31, 2009
   
170,161,960
     
170,160
     
8,936,028
     
1,468,000
     
(8,845,303
)
   
1,728,885
 
                                                 
Common stock issued for cash at $0.10 per share – June 11, 2010, net of $7,000 finder’s fees
   
17,400,000
     
17,400
     
1,715,600
     
(1,468,000
)
   
-
     
265,000
 
Common stock issued for cash at $0.05 per share: – June 11, 2010
   
500,000
     
500
     
24,500
     
-
     
-
     
25,000
 
Common stock issued for property at $0.04 per share: – October 21, 2010
   
75,000,000
     
75,000
     
2,925,000
     
-
     
-
     
3,000,000
 
Net loss for the year
   
-
     
-
     
-
     
-
     
(1,528,882
)
   
(1,528,882
)
Balance December 31,2010
   
263,061,960
     
263,060
     
13,601,128
     
-
     
(10,374,185
)
   
3,490,003
 
                                                 
Net loss for the year
   
-
     
-
     
-
     
-
     
(4,278,352
)
   
(4,278,352
)
Balance December 31, 2011
   
263,061,960
     
263,060
     
13,601,128
     
-
     
(14,652,537
)
   
(788,349
)
                                                 
Common stock issued at $0.006 per share to settle debt of $135,000 – June 15, 2012 ( Notes 7 and 11)
   
22,500,000
     
22,500
     
 112,500
     
-
     
-
     
 135,000
 
Common stock issued at $0.006 per share to acquire Glob Media – June 29, 2012 ( Note 3)
   
45,378,670
     
45,380
     
 226,892
     
-
     
-
     
 272,272
 
Net Loss for the year
   
-
     
-
     
-
     
-
     
(481,734
)
   
(481,734
)
Balance, December 31, 2012
   
330,940,630
     
330,940
     
13,940,520
     
-
     
(15,134,271
)
   
(862,811
)
 
Stock issued for reduction of convertible debt
    1,132,386,869       1,132,387       (348,940 )     80,903       -       864,350  
Net Loss for the year
                                    (3,865,852 )     (3,865,852 )
Balance December 31, 2013
    1,463,327,499     $ 1,463,327     $ 13,591,580       80,903     $ (19,000,123 )   $ (3,864,313 )

The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
         
From Inception
 
   
For the Years Ended
   
(October 19, 2004)
 
   
December 31,
   
To December 31,
 
   
2013
   
2012
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (3,865,852 )   $ (481,734 )   $ (19,000,123 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Depreciation
    1,416       236       1,652  
Stock based compensation
    -       -       2,430,595  
Write off of management fees
    -       (229,423 )     (229,423 )
Impairment of oil and gas properties
    -       50,000       50,000  
Abandonment expense
    -       -       6,708,952  
Impairment of Goodwill
    347,302       -       347,302  
Derivative expense
    3,114,841               3,114,841  
Financing costs
    -       -       424,660  
CHANGES IN OPERATING ASSETS AND LIABILITIES
                       
Accrued Interest
    42,075       37,279       90,636  
Prepaid expenses and other
    -       7,766       (18,786 )
Due to related parties accrued
    18,618       (247,816 )     295,867  
Accounts payable and accrued liabilities
    (13,370 )     343,264       592,904  
NET CASH USED IN OPERATING ACTIVITIES
    (354,970 )     (520,428 )     (5,190,923 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Oil and gas property expenditures, net
    -       -       (3,610,003 )
Goodwill
    -       (2,841 )     (2,841 )
Proceeds from sale of equity interest in oil and gas property, net
    -       -       253,552  
Acquisition of Glob Media, net of cash received
    -       187       187  
NET CASH FLOWS USED IN INVESTING ACTIVITIES
    -       (2,654 )     (3,359,105 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds on sale and subscriptions of common stock
    -       -       5,021,595  
Drilling advances
    -       -       759,000  
Loan payable advances
    -       526,538       701,538  
Proceeds from convertible promissory notes
    348,979       -       348,979  
Payments to related parties
    -       -       (1,815,000 )
Proceeds from related parties
    -       -       3,535,500  
NET CASH PROVIDED BY FINANCING ACTIVITIES
    348,979       526,538       8,551,612  
                         
INCREASE (DECREASE) IN CASH
    (5,991 )     3,456       1,584  
CASH, BEGINNING OF PERIOD
    7,575       4,119       -  
CASH, END OF PERIOD
  $ 1,584     $ 7,575     $ 1,584  
                         
SUPPLEMENTAL CASH FLOW INFORMATION AND                        
NON-CASH INVESTING AND FINANCING ACTIVITIES:                        
Cash paid for interest
  $ -     $ -     $ 48,387  
Common stock issued for acquisition of Glob Media
  $ -     $ 272,272     $ 272,272  
Net liabilities assumed in acquisition of Glob Media
  $ -     $ 272,085     $ 272,085  
Common stock issued for acquisition of oil and gas property
  $ -     $ -     $ 3,950,000  
Transfer of bond against settlement of debt
  $ -     $ -     $ 25,000  
Non-cash sale of oil and gas property
  $ -     $ -     $ 65,000  
Forgiveness of debt
  $ -     $ 229,423     $ 229,423  
Common stock issued for settlement of debts
  $ -     $ 135,000     $ 3,196,997  
Common stock issued for conversion of notes payable
  $ 1,213,288     $ -     $ 1,213,288  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
 
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Effective June 15, 2012, Morgan Creek Energy Corp. effected a name change on the OTC Bulletin Board to TagLikeMe Corp. (the “Company”). The Company is a development stage company that was organized to enter into the oil and gas industry. The Company intended to locate, explore, acquire and develop oil and gas properties in the United States and within North America. In May 2012, the Company changed its business focus and plan to developing online and mobile content using search and sharing technology.

Effective June 29, 2012, the Company completed and consummated a share exchange agreement dated May 14, 2012, as fully executed on May 24, 2012 (the "Share Exchange Agreement") with Glob Media Works Inc., a company incorporated under the laws of the State of Washington ("Glob Media"), and each of the shareholders of Glob Media (collectively the "Glob Media Shareholders"), whereby the Corporation has acquired all of the issued and outstanding shares of Glob Media in exchange for the issuance of 45,378,670 shares of its restricted common stock to the Glob Media Shareholders on a pro rata basis in accordance with each Glob Media Shareholder's respective percentage equity ownership in Glob Media (Note 3). Glob Media owns intellectual property rights to its internet cloud based software application related to online search and social media developed by Glob Media. As a result of the closing of the Share Exchange Agreement, Glob Media has become the Company's direct wholly-owned subsidiary.

Effective July 18, 2012, the Company completed a forward stock split by the issuance of 5 new shares for each 1 outstanding share of the Company’s common stock (Note 8). Unless otherwise noted, all references herein to number of shares, price per share or weighted average shares outstanding have been adjusted to reflect this stock split on a retroactive basis.

On January 7, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 4,000,000,000 shares, par value $0.001, and to create 20,000,000 shares of blank check preferred stock, par value $0.001 (Referenced in Note 15).

Effective February 10, 2014, our Board of Directors approved the designation of 2,000,000 shares of Series A preferred stock (the "Series A Preferred Stock"). The Designation of Series A Preferred Stock was filed with the Nevada Secretary of State on February 14, 2014 (Referenced in Note 15).

On February 27, 2014, the Board of Directors authorized the execution of that certain securities exchange agreement dated February 27, 2014 (the "Securities Exchange Agreement") among the Company, Nola Energy Inc., a private Nevada corporation (the “Nola”), and the shareholders of Nola who hold of record the total issued and outstanding shares of common stock of Nola. In accordance with the terms and provisions of the Securities Exchange Agreement, the Corporation shall acquire all of the issued and outstanding shares of stock of Nola from its sole shareholder, Gerard Danos, thus making Nola its wholly-owned subsidiary, in exchange for the issuance to Gerard Danos of an aggregate 10,000 shares of its Series A preferred stock of the Corporation. The shares of Series A Preferred Stock have voting rights. Gerard Danos as holder of the Series A preferred stock shall have the right to vote on any matter to be voted on by the stockholders of the Corporation (including any election or removal of the directors of the Corporation) and including to the extent specifically required by Nevada law. The voting rights of all then issued and outstanding shares of Series A preferred stock shall equal two times the voting rights of the then total issued and outstanding shares of common stock.

In further accordance with the terms and provisions of the Securities Exchange Agreement: (i) Gerard Danos shall be appointed as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors; (ii) Richard Elliot-Square shall resign from all officer positions held and retain his position as a member of the Board of Directors until both parties agree as to his resignation; (iii) execution of an executive service agreement between the Corporation and Richard Elliot-Square; and (iv) execution of a settlement agreement between the Corporation and Richard Elliot-Square regarding the settlement of $225,000 in debt due and owing to Richard Elliot Square.
 
 
F-6

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
 
Thus, this represents a change in control of the Corporation and a change in business operations. Therefore, based on the change in control of the Corporation, the business operations of the Corporation will change to that involving oil and gas exploration and production. Nola has purchased leases to multiple oilfield properties primarily in southwest Texas.

On March 13, 2014, the Board of Directors authorized an increase in the Company's shares of common stock to 7,000,000,000 shares, par value $0.001. On March 13, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized capital to 7,000,000,000 shares of common stock, par value $0.001 (referenced in Note 15).

Going concern

The Company commenced operations on October 19, 2004 and has not realized any revenues since inception. As of December 31, 2013, the Company has an accumulated deficit of $19,000,123. 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. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. To date the Company has funded its initial operations by way of private placements of common stock and advances from related parties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on October 19, 2004 in the State of Nevada. The Company’s fiscal year end is December 31.

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.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Glob Media Works Inc., from the date of acquisition on June 29, 2012. All significant inter-company transactions and account balances have been eliminated upon consolidation.
 
 
F-7

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Equipment

Equipment is recorded at cost and is depreciated over their estimated useful lives using the declining balance method at the following annual rates:
 
Computer equipment 30%
 
Goodwill

Costs of investments in purchased companies in excess of the underlying fair value of net assets at dates of acquisition are recorded as goodwill and assessed annually for impairment. If considered impaired, goodwill will be written down to fair value and a corresponding impairment loss recognized.

Impairment of long-lived assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

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 and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

Cash and cash equivalents

For the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2013 and December 31, 2012 that exceeded federally insured limits.

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.

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 reflects the potential dilution of securities that could share in the earnings of the Company. Dilutive earnings (loss) per share is equal to that of basic earnings (loss) per share as the effects of stock options and warrants have been excluded as they are anti-dilutive.

As of December 31, 2013, the Company has 547,009,956 potentially if-converted dilutive shares of common stock that are derived from the outstanding convertible notes payable.
 
 
F-8

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. As at December 31, 2013, the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.

Stock-based compensation

On June 1, 2006, the Company adopted FASB ASC 718-10, “Compensation-Stock Compensation,” under this method, compensation cost recognized for the year ended May 31, 2007 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of May 31, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to May 31, 2006, based on the grant-date fair value estimated in accordance with the provisions of FASB ASC 718-10. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of FASB ASC 718-10. The results for the prior periods were not restated.

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.

Recently issued accounting pronouncements

In July 2012, FASB issued ASU No. 2012-02, “Intangibles – Goodwill and Other”. This update presents an entity with the option to first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, “Intangibles – Goodwill and Other – General Intangibles Other than Goodwill”. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. ASU No. 2012-02 will be effective for annual and impairment tests performed for fiscal years beginning after 15 September 2012, with early adoption permitted. The Company does not expect the adoption of this update will have a material effect on its consolidated financial statements.
 
 
F-9

 
 
TAGLIKEME CORP.
(formerly Morgan Creek Energy Corp.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEM