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Example 2.15: Going Concern—Substantial Doubt Remains—Contingent on Obtaining Financing

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The accompanying financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid dividends and is unlikely to pay dividends or generate earnings in the near future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity or debt financing to continue operations, the successful development of one or more alternative oil and gas properties, and the attainment of profitable operations. As of February 28, 20X4, the Company has not generated any revenues and has an accumulated loss of $1,889,899 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On May 15, 20X2, the Company modified an October 20X1 capital raising agreement with Emerald Capital Partners, LLP (“Emerald”), a corporate finance firm based in Dallas and regulated by the SEC. While the Company no longer pays a monthly fee to Emerald, it is obligated for a period of 18 months beginning May 1, 20X2 to pay Emerald a success fee for any transaction completed with any prospect previously introduced by Opal. Subsequent to the agreement modification, Emerald has introduced the Company to a very small number of further potential investors or joint venture partners. If the Company consummates a transaction with any of these, it generally expects to pay to this firm the stock success fee represented by 4,289,052 shares of the Company's common stock, which is subject to forfeiture, as originally agreed upon.

Wiley GAAP: Financial Statement Disclosure Manual

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