10-Q 1 thr_10q113008.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file # 333-106291 THRUST ENERGY CORP. (Exact Name of Registrant as Specified in its Charter) NEVADA (State or other jurisdiction of incorporation or organization) 20-3373669 (I.R.S. Employer Identification number) 1440-3044 BLOOR STREET WEST, TORONTO, ON M8X 2Y8 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (403) 988-3981 1440-3044 Bloor Street West, Toronto, ON (Former address and telephone number) Securities registered under Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.0001 PAR VALUE Check whether the Issuer (1) 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 Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ X ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of November 30, 2008, the Issuer had 13,623,950 shares of its Common Stock outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS

THRUST ENERGY CORP. (An Exploration Stage Company) Balance Sheets November 30, 2008 (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------ NOVEMBER 30 AUGUST 31 2008 2008 ------------------------------------------------------------------------------------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 290,332 $ 291,562 Prepaid Expenses - - ------------------------------------------------------------------------------------------ TOTAL ASSETS $ 290,332 $ 291,562 ========================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities $ 5,971 $ 1,691 ------------------------------------------------------------------------------------------ TOTAL CURRENT LIABILITIES 5,971 1,691 ------------------------------------------------------------------------------------------ CONTINGENCIES AND COMMITMENTS (NOTE 6) STOCKHOLDERS' EQUITY PREFERRED STOCK 5,000,000 preferred shares at a par value of $0.0001 per share Issued and outstanding: None - - COMMON STOCK 100,000,000 common shares at a par value of $0.0001 per share Issued and outstanding: 13,603,950 common shares 860 860 ADDITIONAL PAID-IN CAPITAL 361,493 361,493 (DEFICIT) ACCUMULATED DURING THE EXPLORATION STAGE (77,992) (72,482) ------------------------------------------------------------------------------------------ TOTAL STOCKHOLDERS' EQUITY 284,361 289,871 ------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 290,332 291,562 ==========================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Stockholders' Equity For the period from September 15, 2004 (inception) to November 30, 2008 (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------------------------------ Deficit accumulated Total Additional Share during stockholders' Preferred Stock Common Stock paid-in subscriptions exploration equity Shares Amount Shares Amount capital received stage (deficiency) ------------------------------------------------------------------------------------------------------------------------------------ Issuance of common stock for cash July 5, 2005, $0.00005 per share - $ - 10,000,000 $ 500 $ - $ - $ - $ 500 Imputed interest from a shareholder - - - - 21 - - 21 Loss and comprehensive loss for the period - - - - - - (1,800) (1,800) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2005 - - 10,000,000 500 21 - (1,800) (1,279) ------------------------------------------------------------------------------------------------------------------------------------ Share subscription received - - - - - 165,000 - 165,000 Imputed interest from a shareholder - - - - 750 - - 750 Loss and comprehensive loss for the period - - - - - - (20,021) (20,021) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2006 - - 10,000,000 500 771 165,000 (21,821) 144,450 ------------------------------------------------------------------------------------------------------------------------------------ Share subscription received - - 3,603,950 360 360,035 (165,000) - 195,395 Imputed interest from a shareholder - - - - 687 - - 687 Loss and comprehensive loss for the period - - - - - - (23,203) (23,203) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2007 - - 13,596,750 860 361,493 - (45,024) 317,329 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the year - - - - - - (27,458) (27,458) ------------------------------------------------------------------------------------------------------------------------------------ Balance, August 31, 2008 - - 13,603,950 860 361,493 - (72,482) 289,871 ------------------------------------------------------------------------------------------------------------------------------------ Loss and comprehensive loss for the period - - - - - - (5,510) (5,510) ------------------------------------------------------------------------------------------------------------------------------------ Balance, November 30, 2008 - $ - 13,603,950 $ 860 $ 361,493 $ - $ (77,992) $ 284,361 ====================================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Operations (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) ----------------------------------------------------------------------------------------------------- Cumulative from September 15, 2004 Three months ended (inception) to November 30 November 30, 2008 2008 2007 ----------------------------------------------------------------------------------------------------- EXPENSES Accounting fees $ 29,823 $ 5,250 $ 5,512 Amortization 2,153 - 269 Bank charges 358 32 6 Filing fees 2,171 - - Interest 1,458 - - Leases 3,547 - - Legal 12,716 - - Office 5,679 - 1,295 Transfer agent 6,192 228 175 Write-off of oil & gas property 13,895 - - ----------------------------------------------------------------------------------------------------- OPERATING LOSS 77,992 5,510 7,257 ----------------------------------------------------------------------------------------------------- NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (77,992) $ (5,510) $ (7,257) ===================================================================================================== BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) ===================================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - basic and diluted 13,603,950 13,603,950 =====================================================================================================

The accompanying notes are an integral part of these financial statements

THRUST ENERGY CORP. (An Exploration Stage Company) Statements of Cash Flows (Unaudited - prepared by management) (EXPRESSED IN U.S. DOLLARS) --------------------------------------------------------------------------------------------------- Cumulative from September 15, 2004 Three months ended (inception) to November 30 November 30, 2008 2008 2007 --------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net loss for the period $ (77,992) $ (5,510) $ (7,257) Adjustments for items not involving cash: - amortization 2,153 - 269 - imputed interest 1,458 - - Changes in operating assets and liabilities - decrease in prepaid expenses - - 477 - increase in accounts payable and accrued liabilities 5,971 4,280 6,305 --------------------------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (68,410) (1,230) (206) CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Purchase equipment (2,153) - - --------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from issuance of common stock 360,895 - - --------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 290,332 (1,230) (206) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 291,562 300,123 --------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 290,332 $ 290,332 $ 299,917 ===================================================================================================

The accompanying notes are an integral part of these financial statements NOTE 1 - NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS Thrust Energy Corp. is engaged in the exploration, exploitation, development and production of oil and gas projects within North America. We incorporated in the state of Nevada on September 15, 2004. Our principal offices are in Vancouver, British Columbia, Canada. Our fiscal year end is August 31. These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that we will be able to realize our assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, we have incurred operating losses since inception and further losses are anticipated in the development of our business. As of November 30, 2008, we have limited financial resources and require additional financing to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate profitable mineral properties, generate revenue from our planned business operations, and control exploration cost. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Management plans to fund its future operation by obtaining additional financing and commencing commercial production. However, there is no assurance that we will be able to obtain additional financing from investors or private lenders. On November 30, 2005, the board of directors approved a 2 for 1 forward stock split of our issued and outstanding shares of common stock. These Financial Statements of Thrust Energy Corp. have been restated to reflect the 2 for 1 forward stock split. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents We consider all highly liquid investments and debt instruments purchased with maturity of three months or less to be cash equivalents. At November 30, 2008, we had no cash equivalents. Use of Estimates Accounting principles generally accepted in the United States of America require us 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 revenue and expense during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk We place our cash and cash equivalents with high credit quality financial institutions. As of November 30, 2008, we had approximately $209,602 (August 31, 2008: $185,112) in a bank beyond insured limits. Fair Value of Financial Instruments The carrying amount of our financial instruments, which includes cash and cash equivalents, accounts payable and accrued liabilities, and convertible debentures, approximate their fair value due to the short period to maturity of these instruments. Revenue Recognition We record revenue when title passes, delivery occurs to our customers and the customer assumes the risks and rewards of ownership, when the price is fixed and determinable, and when collectibility is reasonably assured. Income Tax We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets when we consider realization of such assets to be less likely than not. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Net Loss per Common Share We have adopted Statement of Financial Accounting Standards No. 128, Earnings Per Share. Statement 128 requires the reporting of basic and diluted earnings/loss per share. We calculate basic loss per share by dividing net loss by the weighted average number of outstanding common shares during the period. Comprehensive Loss We apply Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income. Statement 130 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement. For the period ended November 30, 2008 our only component of comprehensive income or loss was the net loss reported in the operations statement. Foreign Currency Translation We maintain our accounting records in U.S. Dollars. At the transaction date, each asset, liability, revenue and expense involves foreign currencies is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities involving foreign currencies are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. Our currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce our potential exposure to foreign currency risk. Oil and Gas Activity We follow the successful-efforts method of accounting for oil and gas property. Under this method of accounting, we capitalize all property acquisition cost and cost of exploratory and development wells when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, we charge to expense the cost of drilling the well. We include exploratory dry hole cost in cash flow from investing activities within the cash flow statement. We capitalize the cost of development wells whether productive or nonproductive. We expense as incurred geological and geophysical cost and the cost of carrying and retaining unproved property. We will provide depletion, depreciation and amortization (DD&A) of capitalized cost of proved oil and gas property on a field-by-field basis using the units-of-production method based upon proved reserves. In computing DD&A we will take into consideration restoration, dismantlement and abandonment cost and the anticipated proceeds from equipment salvage. When applicable, we will apply the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, which provides guidance on accounting for dismantlement and abandonment cost. We review our long-lived assets for impairment when events or changes in circumstances indicate that an impairment may have occurred. In the impairment test we compare the expected undiscounted future net revenue on a field-by-field basis with the related net capitalized cost at the end of each period. Should the net capitalized cost exceed the undiscounted future net revenue of a property, we will write down the cost of the property to fair value, which we will determine using discounted future net revenue. We will provide an impairment allowance on a property-by-property basis when we determine that the unproved property will not be developed. Stock-Based Compensation The Company adopted SFAS No. 123(revised), "Share-Based Payment", to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. SFAS No. 123(revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. We did not grant any stock options during the period ended November 30, 2008. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements FASB has issued Statement of Financial Accounting Standards ("SFAS") No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In May 2008, FASB issued FASB Staff Position ("FSP") APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, "Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first quarter of 2009, and this standard must be applied on a retrospective basis. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In April 2008, the FASB issued FSP No. 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, "Goodwill and Other Intangible Assets". This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". The adoption of this statement is not expected to have a material effect on the Company's financial statements. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133". SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In December 2007, The FASB issued SFAS No. 160, "Non-Controlling Interests in Consolidated Financial Statements," that amends ARB 51, "Consolidated Financial Statements," to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The adoption of SFAS 160 did not have an impact on the Company's financial statements. In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations," a replacement of SFAS No. 141, "Business Combinations." The objective of this Statement is to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement establishes principles and requirements for how the acquirer recognizes and measures the identifiable assets acquired and liabilities assumed, measures goodwill acquired or gain from a bargain purchase, and determines what information to disclose. The adoption of SFAS 141 did not have an impact on the Company's financial statements. NOTE 3 - OIL AND GAS PROPERTY La Vaca Prospect By an Oil, Gas and Mineral Lease Agreement ("Lease Agreement") dated July 31, 2005, we were granted the exclusive right of exploring, drilling, mining and operating for, producing and owning oil, gas, sulfur and all other minerals on a 346.16 undeveloped acres of land located in the county of Jim Wells, Texas, USA for a term of five years by the payment of $10,000. We capitalized the amount for the acquisition of the Lease Agreement and the related acquisition costs (legal and broker fees) for a total of $13,895. Pursuant to the Lease Agreement, we were required to commence our operations on the above said land before the first anniversary date or tender the sum of $1,730.75 as the delay rental to cover the privilege of deferring operations for one year from said date. During the fiscal year 2008, Company management determined that under prevailing market conditions it was not in the best interests of the Company to continue to pay delay rental under the Lease Agreement. The Company did not pay any sum towards the delay rental in 2008. Any and all rights the Company had under the Lease Agreement terminated and reverted back to the lessor on July 31, 2008. The Company has written off all costs related to acquiring the leasehold interest which amounts to $13,895. NOTE 4 - PREFERRED AND COMMON STOCK We have 5,000,000 shares of preferred stock authorized and none issued. We have 100,000,000 shares of common stock authorized. All shares of stock are non-assessable and non-cumulative, with no preemptive rights. The offering period for our initial public offering expired on October 16, 2006. During the offering period, we sold a total 3,603,950 common shares at $0.10 per share for cash proceeds of $360,395. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES We are an exploration stage oil and gas company that has not begun operations. We plan to acquire undivided working interests in small exploration properties and non-operating interests in both producing and exploration projects throughout the United States and Canada. To date, we have only acquired a 100% working interest, and a corresponding 75% net revenue interest in a single property comprised of 346.16 undeveloped acres in Jim Wells County, Texas, that has not been explored to determine if it contains producible oil or natural gas. Our capital has been obtained via issuance of common stock and shareholder loans. On April 19, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement (Commission File No. 333-130922) effective. Our offering commenced on the effective date and terminated on October 18, 2006. We sold 3,623,950 shares through the offering at a price of $0.10 per share, for gross proceeds of $362,395. As of November 30, 2008, we had total assets of $290,332 comprised entirely of cash. This reflects a decrease of $1,230 of the value of our total assets from $291,562 on August 31, 2008. As of November 30, 2008, our total liabilities increased to $5,971 from $1,691 as of August 31, 2008. The increase was primarily due to unpaid accounting fees. We have not generated revenue since the date of inception. We presently have sufficient working capital to satisfy our cash requirements for the next twelve months of operations. We do not expect to purchase or sell any significant equipment nor do we expect any significant changes in the number of our employees. RESULTS OF OPERATIONS (i) We posted an operating loss of $5,510 for the quarter ending November 30, 2008, due primarily to accounting and transfer agent fees. This was a decrease from the operating loss of $7,257 for the quarter ending November 30, 2007. ITEM 4. CONTROLS AND PROCEDURES As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being November 30, 2008. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are not effective. There have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure. (vi) PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material legal proceedings and to its knowledge, no such proceedings are threatened or contemplated. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS At present, our common stock is quoted on the NASD over-the-counter bulletin board under the trading symbol TEGC. As of November 30, 2008 there were 34 owners of record of our common stock. DIVIDEND POLICY Our Board of Directors may declare and pay dividends on outstanding shares of common stock out of funds legally available therefor in our sole discretion; however, to date no dividends have been paid on common stock and we do not anticipate the payment of dividends in the foreseeable future. USE OF PROCEEDS FROM REGISTERED SECURITIES On April 19, 2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement (Commission File No. 333-130922) effective. Our offering commenced on the effective date and terminated on October 18, 2006. We sold 3,603,950 shares through the offering at a price of $0.10 per share, for gross proceeds of $360,395. Our total offering expenses were $25,290. Of this amount, $14,523 was paid from the offering proceeds. The remainder ($10,767) was paid from the proceeds of a non-interest bearing loan of $25,000 from our President, Thomas Mills, which was convertible into shares of our common stock at the rate of $0.25 per share. On July 31, 2007, we repaid the convertible loan in full. We did not intend to repay the loan from the proceeds of our initial public offering, but in light of our lack of revenue, the convertibility of the loan and the fact that the loan proceeds were primarily used to pay for offering and startup expenses, the directors resolved (Mr. Mills abstaining) that it was in the best interests of the corporation to repay the loan from the proceeds. After paying offering expenses and repaying the loan from our director, the net offering proceeds were $322,872. For the three months ended November 30, 2008, we have used the net proceeds to pay $5,510 for professional services and office expenses. ITEM 3. DEFAULT UPON SENIOR NOTES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS EXHIBIT DESCRIPTION 31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.1 Officers' Certification SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THRUST ENERGY CORP. Date: January 9, 2009 /s/ Thomas Mills Thomas E. Mills President, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer