The interim financial statements included herein are unaudited
but reflect, in management's opinion, all adjustments, consisting only of normal
recurring adjustments that are necessary for a fair presentation of our
financial position and the results of our operations for the interim periods
presented. Because of the nature of our business, the results of operations for
the quarterly period and the six months ended June 30, 2013 are not necessarily
indicative of the results that may be expected for the full fiscal year.
RANGO ENERGY INC.
(an Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From date of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
inception
|
|
|
|
Six Months Ended
|
|
|
Three Months Ended
|
|
|
January 31,
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
2007 to
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
June
30, 2013
|
|
|
|
|
|
|
(restated)
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil Revenues
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Total Revenues
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting and Professional Fees
|
|
61,006
|
|
|
7,726
|
|
|
55,506
|
|
|
-
|
|
|
332,550
|
|
Office and Administration
|
|
414,144
|
|
|
2,002,025
|
|
|
411,763
|
|
|
2,000,770
|
|
|
2,543,919
|
|
Total Expenses
|
|
475,150
|
|
|
2,009,751
|
|
|
467,269
|
|
|
2,000,770
|
|
|
2,876,469
|
|
NET INCOME (LOSS) FROM
OPERATIONS
|
|
(475,150
|
)
|
|
(2,009,751
|
)
|
|
(467,269
|
)
|
|
(2,000,770
|
)
|
|
(2,876,469
|
)
|
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on conversion of debt
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(260,032
|
)
|
Net Interest Income (Expense)
|
|
(2,714
|
)
|
|
(83,840
|
)
|
|
(1,379
|
)
|
|
(83,840
|
)
|
|
(113,009
|
)
|
Total Other Income and
Expenses
|
|
(2,714
|
)
|
|
(83,840
|
)
|
|
(1,379
|
)
|
|
(83,840
|
)
|
|
(373,041
|
)
|
NET INCOME (LOSS) FROM
CONTINUING OPERATIONS
|
|
(477,864
|
)
|
|
(2,093,591
|
)
|
|
(68,648
|
)
|
|
(2,084,610
|
)
|
|
(3,249,510
|
)
|
Gain (Loss) on Discontinued
Operations
|
|
139,980
|
|
|
(14,483
|
)
|
|
117,021
|
|
|
(17,519
|
)
|
|
(693,637
|
)
|
NET INCOME (LOSS)
|
|
(337,884
|
)
|
|
(2,108,074
|
)
|
|
(351,627
|
)
|
|
(2,102,129
|
)
|
|
(3,943,147
|
)
|
Total Comprehensive income
(loss)
|
$
|
(337,884
|
)
|
$
|
(2,108,074
|
)
|
$
|
(351,627
|
)
|
$
|
(2,102,129
|
)
|
$
|
(3,943,147
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss)
per
common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per
share
from continuing operations
|
$
|
(0.00
|
)
|
$
|
(0.10
|
)
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
|
|
|
Basic and diluted loss per share
from
discontinued operations
|
$
|
0.00
|
|
$
|
(0.00
|
)
|
$
|
0.00
|
|
$
|
(0.00
|
)
|
|
|
|
Basic and diluted loss per
share
|
$
|
(0.00
|
)
|
$
|
(0.10
|
)
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average # of shares
outstanding
|
|
101,088,543
|
|
|
21,088,543
|
|
|
101,088,543
|
|
|
41,088,543
|
|
|
|
|
The Accompanying notes are integral part of these financial
statements.
4
RANGO ENERGY INC.
(an Exploration Stage Company)
STATEMENTS OF CASH FLOW
(unaudited)
|
|
|
|
|
|
|
|
From date of
|
|
|
|
|
|
|
|
|
|
inception
|
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
|
Six Months Ended June 30,
|
|
|
2007 to
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
|
|
|
|
(restated)
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period
|
$
|
(337,884
|
)
|
$
|
(2,108,074
|
)
|
$
|
(3,943,147
|
)
|
Adjustment for non-cash expenses
|
|
|
|
|
|
|
|
|
|
Payment of services with shares
|
|
390,000
|
|
|
2,000,000
|
|
|
2,465,000
|
|
Impairment Loss
|
|
-
|
|
|
-
|
|
|
605,840
|
|
Foreign exchange gain (loss)
|
|
-
|
|
|
-
|
|
|
2,803
|
|
Amortization of
Discount on Conversion of Note
|
|
-
|
|
|
80,000
|
|
|
80,000
|
|
Imputed interest - related party
|
|
2,714
|
|
|
3,840
|
|
|
33,005
|
|
Gain on sale of oil
leases
|
|
(128,255
|
)
|
|
-
|
|
|
(128,255
|
)
|
Accretion expense
|
|
-
|
|
|
-
|
|
|
89,484
|
|
Loss on conversion of
debt
|
|
-
|
|
|
-
|
|
|
260,032
|
|
Change in:
|
|
|
|
|
|
|
|
|
|
Accounts
Receivable
|
|
21,574
|
|
|
10,442
|
|
|
(11,727
|
)
|
Accounts payable and accrued
liabilities
|
|
43,529
|
|
|
7,287
|
|
|
189,615
|
|
Cash used in operating
activities
|
|
(8,322
|
)
|
|
(6,505
|
)
|
|
(357,350
|
)
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Purchase of mineral claims
|
|
(244,229
|
)
|
|
-
|
|
|
(524,500
|
)
|
Cash used in Investing
Activities
|
|
(244,229
|
)
|
|
-
|
|
|
(524,500
|
)
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Capital stock issued
|
|
-
|
|
|
-
|
|
|
445,785
|
|
Loan payable related party
|
|
-
|
|
|
-
|
|
|
45,202
|
|
Loan Payable
|
|
18,383
|
|
|
5,920
|
|
|
390,863
|
|
Cash from Financing
Activities
|
|
18,383
|
|
|
5,920
|
|
|
881,850
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH FOR
PERIOD
|
|
(234,168
|
)
|
|
(585
|
)
|
|
-
|
|
Cash, beginning of period
|
|
234,168
|
|
|
233,085
|
|
|
-
|
|
Cash, end of period
|
$
|
-
|
|
$
|
232,500
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
$
|
-
|
|
$
|
-
|
|
|
|
|
Cash paid for income tax
|
$
|
-
|
|
$
|
-
|
|
|
|
|
Shares paid for Debt
|
$
|
-
|
|
$
|
-
|
|
|
|
|
Shares paid for Services
|
$
|
-
|
|
$
|
-
|
|
|
|
|
The Accompanying notes are integral part of these financial
statements.
5
RANGO ENERGY INC.
(an Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL
STATEMENTS
June 30, 2013
(Stated in US Dollars)
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS AND HISTORY - Rango Energy, Inc.
(hereinafter referred to as the "Company") was incorporated on January 31, 2007
by filing Articles of Incorporation under the Nevada Secretary of State. The
Company was formed to engage in the exploration of resource properties.
On May 27, 2013, the Company entered into a Drilling
Participation Agreement on 12,000 acres on 3 separate oil fields in Central and
Southern California. On June 12, 2013, the Company sold its oil and natural
gas properties in the ArkLaTex region. The Company seeks to develop low risk
opportunities by itself or with joint venture partners in the oil and natural
gas sectors.
GOING CONCERN - The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. However, the Company has accumulated a loss and is
new. This raises substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from this uncertainty.
As shown in the accompanying financial statements, the Company
has incurred an accumulated loss of $3,943,147 for the period from January 31,
2007 (inception) to June 30, 2013 and has generated revenues of $744,939 over
the same period. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions. Management has plans to seek additional capital through a private
placement and public offering of its common stock. 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.
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at June 30, 2013, and
for all periods presented herein, have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. It is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's December 31, 2012 audited financial statements. The results of
operations for the period ended June 30, 2013 is not necessarily indicative of
the operating results for the full year.
6
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION -These financial statements and related
notes are presented in accordance with accounting principles generally accepted
in the United States, and are expressed in U.S. dollars. The Companys fiscal
year-end is December 31.
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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENT - The Company considers all highly
liquid instruments with a maturity of three months or less at the time of
issuance to be cash equivalents. As at June 30, 2013 and December 31, 2012, the
Company had no cash equivalents.
REVENUE RECOGNITION - The Company uses the sales method of
accounting for oil revenues. Under this method, revenues are recognized based on
actual volumes of oil sold to purchasers. The volumes sold may differ from the
volumes to which we are entitled based on our interests in the properties.
BENEFICIAL CONVERSION FEATURES OF DEBENTURES AND CONVERTIBLE
NOTE PAYABLE - In accordance with FASB ASC 470-20, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, we recognize the advantageous value of conversion rights
attached to convertible debt. Such rights give the debt holder the ability to
convert his debt into common stock at a price per share that is less than the
trading price to the public on the day the loan is made to us. The beneficial
value is calculated as the intrinsic value (the market price of the stock at the
commitment date in excess of the conversion rate) of the beneficial conversion
feature of the debentures and related accruing interest, and is recorded as a
discount to the related debt and an addition to additional paid in capital. The
discount is amortized over the remaining outstanding period of related debt
using the interest method.
ASSET RETIREMENT OBLIGATION (ARO) - The estimated costs of
restoration and removal of facilities are accrued. The fair value of a liability
for an asset's retirement obligation is recorded in the period in which it is
incurred and the corresponding cost capitalized by increasing the carrying
amount of the related long-lived asset. The liability is accreted to its then
present value each period, if the liability is settled for an amount other than
the recorded amount, a gain or loss is recognized. At June 30, 2013 the amount
was $nil and December 31, 2012, the ARO $122,484 is included in liabilities.
COMPREHENSIVE LOSS - ASC 220,
Comprehensive Income
,
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements. As of June 30, 2013 and December 31,
2012, the Company has no items that represent comprehensive loss and, therefore,
has not included a schedule of comprehensive loss in the financial statements.
STOCK BASED COMPENSATION - ASC 718, S
tock-based
compensation
, establishes standards for the reporting and display of stock
based compensation in the financial statements. During the six months ended June
30, 2013, the Company is committed to issue 1,125,000 shares for investor
relations services valued at $390,000; during the year ended December 31, 2012,
the Company issued 20,000,000 shares to the Companys officers and directors for
services value at $2,000,000. The shares issued were valued at $0.010 per share
which is based on the fair market value on the date of grant.
BASIC AND DILUTED NET LOSS PER
SHARE - The Company computes net loss per share in accordance with ASC 260,
Earnings per Share. ASC 260 requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted EPS, the
average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise
of stock options or warrants. Diluted EPS excludes all dilutive potential shares
if their effect is anti-dilutive. As at June 30, 2013, the Company had no
potentially dilutive shares.
7
FINANCIAL INSTRUMENTS - Pursuant to ASC 820, Fair Value
Measurements and Disclosures and ASC 825, Financial Instruments, an entity is
required to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 and 825 establishes a
fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instruments
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. ASC 820 and 825
prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for
which there are quoted prices in active markets for identical assets or
liabilities.
Level 2
Level 2 applies to assets or liabilities for
which there are inputs other than quoted prices that are observable for the
asset or liability such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in markets
with insufficient volume or infrequent transactions (less active markets); or
model-derived valuations in which significant inputs are observable or can be
derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for
which there are unobservable inputs to the valuation methodology that are
significant to the measurement of the fair value of the assets or liabilities.
The Companys financial instruments consist principally of
cash, accounts payable, accrued liabilities, and amounts due to related parties.
Pursuant to ASC 820 and 825, the fair value of our cash is determined based on
Level 1 inputs, which consist of quoted prices in active markets for identical
assets. We believe that the recorded values of all of our other financial
instruments approximate their current fair values because of their nature and
respective maturity dates or durations.
The following schedule summarizes the valuation of financial
instruments at fair value on a recurring basis in the balance sheets as of March
31, 2013 and December 31, 2012:
|
|
Fair Value Measurement at June 30,
2013
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Asset Retirement Obligations
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
Fair Value Measurement at December 31,
2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Asset Retirement Obligations
|
$
|
-
|
|
$
|
-
|
|
$
|
122,484
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
122,484
|
|
There were no transfers of financial assets or liabilities
between Level 1 and Level 2 inputs for the quarter ended June 30, 2013 and the
year ended December 31, 2012.
RESOURCE PROPERTIES - Company follows the successful efforts
method of accounting for its oil and gas properties. Unproved oil and gas
properties are periodically assessed and any impairment in value is charged to exploration expense. The costs of unproved
properties, which are determined to be productive are transferred to proved
resource properties and amortized on an equivalent unit-of-production basis.
Exploratory expenses, including geological and geophysical expenses and delay
rentals for unevaluated resource properties, are charged to expense as incurred.
Exploratory drilling costs are initially capitalized as unproved property but
charged to expense if and when the well is determined not to have found proved
oil and gas reserves.
8
INCOME TAXES - Potential benefits of income tax losses are not
recognized in the accounts until realization is more likely than not. The
Company has adopted ASC 740 Accounting for Income Taxes as of its inception.
Pursuant to ASC 740, the Company is required to compute tax asset benefits for
net operating losses carried forward. The potential benefits of net operating
losses have not been recognized in this financial statement because the Company
cannot be assured it is more likely than not it will utilize the net operating
losses carried forward in future years.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In February 2013, Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) No. 2013-02,
Comprehensive Income
(Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income
, to improve the transparency of reporting these
reclassifications. Other comprehensive income includes gains and losses that are
initially excluded from net income for an accounting period. Those gains and
losses are later reclassified out of accumulated other comprehensive income into
net income. The amendments in the ASU do not change the current requirements for
reporting net income or other comprehensive income in financial statements. All
of the information that this ASU requires already is required to be disclosed
elsewhere in the financial statements under U.S. GAAP. The new amendments will
require an organization to:
-
|
Present (either on the face of the statement where net
income is presented or in the notes) the effects on the line items of net
income of significant amounts reclassified out of accumulated other
comprehensive income (but only if the item reclassified is required under
U.S. GAAP to be reclassified to net income in its entirety in the same
reporting period); and
|
-
|
Cross-reference to other disclosures currently required
under U.S. GAAP for other reclassification items (that are not required
under U.S. GAAP) to be reclassified directly to net income in their
entirety in the same reporting period. This would be the case when a
portion of the amount reclassified out of accumulated other comprehensive
income is initially transferred to a balance sheet account (e.g.,
inventory for pension-related amounts) instead of directly to income or
expense.
|
The amendments apply to all public and private companies that
report items of other comprehensive income. Public companies are required to
comply with these amendments for all reporting periods (interim and annual). The
amendments are effective for reporting periods beginning after December 15,
2012, for public companies. Early adoption is permitted. The adoption of ASU No.
2013-02 is not expected to have a material impact on our financial position or
results of operations.
In January 2013, the FASB issued ASU No. 2013-01,
Balance
Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets
and Liabilities
, which clarifies which instruments and transactions are
subject to the offsetting disclosure requirements originally established by ASU
2011-11. The new ASU addresses preparer concerns that the scope of the
disclosure requirements under ASU 2011-11 was overly broad and imposed
unintended costs that were not commensurate with estimated benefits to financial
statement users. In choosing to narrow the scope of the offsetting disclosures,
the FASB determined that it could make them more operable and cost effective for
preparers while still giving financial statement users sufficient information to
analyze the most significant presentation differences between financial
statements prepared in accordance with U.S. GAAP and those prepared under IFRSs.
Like ASU 2011-11, the amendments in this update will be effective for fiscal
periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is
not expected to have a material impact on our financial position or results of
operations.
In October 2012, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) 2012-04, Technical Corrections
and Improvements in Accounting Standards Update No. 2012-04. The amendments in
this update cover a wide range of Topics in the Accounting Standards
Codification. These amendments include technical corrections and improvements to
the Accounting Standards Codification and conforming amendments related to fair
value measurements. The amendments in this update will be effective for fiscal
periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not
expected to have a material impact on our financial position or results of
operations.
9
In August 2012, the FASB issued ASU 2012-03, Technical
Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments
Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting
Standards Update 2010-22 (SEC Update) in Accounting Standards Update No.
2012-03. This update amends various SEC paragraphs pursuant to the issuance of
SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material
impact on our financial position or results of operations.
In July 2012, the FASB issued ASU 2012-02, Intangibles
Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for
Impairment in Accounting Standards Update No. 2012-02. This update amends ASU
2011-08,
Intangibles Goodwill and Other (Topic 350): Testing
Indefinite-Lived Intangible Assets for Impairment
and permits an entity
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 amendments are effective for
annual and interim impairment tests performed for fiscal years beginning after
September 15, 2012. Early adoption is permitted, including for annual and
interim impairment tests performed as of a date before July 27, 2012, if a
public entitys financial statements for the most recent annual or interim
period have not yet been issued or, for nonpublic entities, have not yet been
made available for issuance. The adoption of ASU 2012-02 is not expected to have
a material impact on our financial position or results of operations.
NOTE 3. RESTATEMENT OF FINANCIAL STATEMENTS
The following table presents the impact of the financial
statement adjustment on our previously reported statement of operations for the
six months ended June 30, 2012:
|
|
For
the Six Months Ended June 30, 2012
|
|
|
|
Previously Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
Oil Revenues
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Total Revenues
|
|
-
|
|
|
-
|
|
|
-
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
Accounting and Professional Fees
|
|
7,726
|
|
|
|
|
|
7,726
|
|
Office and
Administration
|
|
2,002,025
|
|
|
|
|
|
2,002,025
|
|
Total Expenses
|
|
2,009,751
|
|
|
-
|
|
|
2,009,751
|
|
Net Operating Income
(Loss)
|
|
(2,009,751
|
)
|
|
-
|
|
|
(2,009,751
|
)
|
Other income and expenses
|
|
|
|
|
|
|
|
|
|
Net interest income (expense)
|
|
(83,840
|
)
|
|
|
|
|
(83,840
|
)
|
Net Income (Loss) from
continuing
operations
|
|
(2,093,591
|
)
|
|
-
|
|
|
(2,093,591
|
)
|
Net income (loss) from
discontinued operations
|
|
(4,041
|
)
|
|
(10,442
|
)
a
|
|
(14,483
|
)
|
Net Income (loss)
|
$
|
(2,097,632
|
)
|
$
|
(10,442
|
)
a
|
$
|
(2,108,074
|
)
|
Other Comprehensive (Loss)
|
|
-
|
|
|
-
|
|
|
-
|
|
Total Comprehensive (Loss)
|
$
|
(2,097,632
|
)
|
$
|
(10,442
|
)
a
|
$
|
(2, 108,074
|
)
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted (loss) per
share
|
$
|
(0.10
|
)
|
|
|
|
$
|
(0.10
|
)
|
Weighted average # of
shares
outstanding
|
|
21,088,543
|
|
|
|
|
|
21,088,543
|
|
a
The Company has restated its previously issued
finance statements for matters related to the overstatement of revenue in the
six months ended June 30, 2012 by $19,939 and the overstatement of operating
expenses in the six months ended June 30, 2012 by $9,497. The net impact reduced
net income for the three months ended June 30, 2012 by $10,442 from a net loss of $2,097,634 to
the restated amount of a net loss of $2,108,074.
10
NOTE 4. OIL AND GAS PROPERTIES
The value of the oil and gas properties that the company owns
been expensed in accordance with Generally Accepted Accounting Principles for
the industry. Currently the Company does not have proven reserves confirmed with
a geological study and will only be able to capitalize properties once reserves
have been proven. The company performed an impairment analysis at the end of
2009 on its Ark-La-Tex properties and determined that the properties were not
economically viable, at that point the company impaired the properties.
Hangtown Drilling and Participation Agreement
On May 27, 2013, the Company entered into a Drilling and
Participation Agreement with Hangtown Energy, Inc. (Hangtown). Hangtown owns
approximately 12,000 acres of oil and gas rights located in three separate oil
field in South and Central California. Under this Agreement, the Company will
provide 100% of the development costs for an initial program of 2 wells per
project area, and will receive 100% of the production cash flow until payback is
achieved. After payback, the Company's working interest will revert to 75% for
the life of the 6 wells. Further to the initial development program the Company
and Hangtown Energy will continue to develop the Project areas equally and
jointly to maximize production at each site.
On May 31, 2013, the Company entered into a Financial
Participation Agreement with Capistrano Capital, LLC (Capistrano), whereby
Capistrano funded the $1,160,000 to Hangtown, plus agreed to fund up to an
additional $6,500,000 for drilling costs of the KMD17-18 well. As of June 30,
2013, the Capistrano had funded Hangtown $2,250,000. Capistrano will earn a net
resource interest of 1 % for the lesser of 10 years or the life of the KMD17-18
well, and earn 135% of payments made to Hangtown for the drilling and completion
of the well from the cash flow from the well. These amounts will be repaid
annually over the next three years commencing with 1/3
rd
after 1 year
of production, 1/3
rd
after 2 years of production, and
1/3
rd
after three years of production. Should the cash flows from the
wells fail to meet the repayment commitments the amount of any amounts due will
be carried forward to future years for repayment from cash flows from the well.
Should the cash flow from the well fail to repay Capistrano the full amount of
its advances to Hangtown, Capistrano has no recourse for the this shortfall from
the Company. Should the KMD17-18 well be plugged and abandoned, Capistrano can
elect to participate in a replacement well. If Capistrano chooses to
participate, it will be given 72 hours to decide upon notice being received from
the Company. Should Capistrano elect to participate, the same terms and
conditions as per the KMD 17-18 well shall apply except that the costs of the
KMD 17-18 well will be costs of the replacement well. As the Well has not been
completed as of the date of this filing, no assets have been recorded by the
Company.
At any time after the completion of KMD 17-18, the Company has
the right, but not the obligation, to convert the capital it has contributed to
Hangtown into equity of Hangtown at the greater of either $3.75 per share or the
most recent per share valuation which Hangtown has accepted and received capital
for. If the Company converts its interest into equity of Hangtown, the Company
shall not have any rights or interest in the KMD 17-18 well or any additional
wells as the Drilling and Participation Agreement will effectively terminate.
First Pacific Oil and Gas Ltd. Joint Venture
On May 24, 2012, the Company entered into a Farm-Out Agreement
with First Pacific Oil and Gas Ltd. (First Pacific). Under this Agreement
First Pacific has acquired the right to earn 50% of the Companys working
interest in its existing 12 hydrocarbon wells located in Southern Arkansas.
Under this Agreement First Pacific has paid the Company $250,000; and will pay
$800,000 on or before June 30, 2013. The Company retains a 50% working interest.
First Pacific will earn its working interest upon improvements of the existing
hydrocarbon wells being completed with the final $800,000 investment. The
$250,000 received was recorded as Deferred Gain as of December 31, 2012. On June
12, 2013, the Company returned the balance of the trust funds held on behalf of
First Pacific as First Pacific informed the Company that it will not be completing the $800,000 financing. Consequently, the Company returned the $232,500 held by its lawyers to First Pacific, and wrote down the $250,000 Deferred Gain. This resulted in a net gain of $17,500 on the sale of its oil
leases. In addition, the Company paid the operator an additional $11,729 for disposal fees related to the lease; total cash paid as a result of the sale is $244,229. Due to the sale of the leases, the Asset Retirement Obligation balance of
$122,484 as also removed from the books. The net effect of the transaction resulted in a gain on the sale of leases of $128,255.
11
Herrings Lease
On August 10, 2009, the Company entered into an agreement to acquire various oil leases near Hosston, Louisiana, from S.A.M., a Louisiana private partnership, and private oil and gas operator. Under the terms of the agreement, the Company has agreed
to pay a total of ten dollars ($10) plus a one-fifth royalty interest in exchange for the exclusive grant, lease, and let of the following oil and gas leases:
One, Two, Three and Four (1-4) inclusive, Block One (1) Town of Hosston, together with all abandoned alleyways and streets insofar as it covers and affects the surface of the earth and the base of the Nacatosh Formation together with wells being
Herring No. 1, Serial No 184124, and Herring No. 2, Serial No. 184735.
On June 30, 2012, the Company’s interest in the Herrings Lease and the Muslow Lease were sold for $33,000 plus a 20% royalty interest in these mineral leases. The sale resulted in a gain of $148,000 recorded as other income.
Muslow Lease
On September 9, 2009, the Company entered into an agreement and acquired four oil and gas leases in Caddo Parish, Louisiana, from a private oil and gas operator for $70,000. The first three leases are the Muslow A, B, and C Leases, which in
total comprise of 8 wells and equipment, of which 2 are currently producing. The fourth lease is the Caddo Levee Board Lease, comprising of 13 wells and equipment, of which 4 are currently producing.
On June 30, 2012, the Company’s interest in the Herrings Lease and the Muslow Lease were sold for $33,000 plus an option to retain 20% royalty interest in these mineral leases. The sale resulted in a gain of $148,000.
Arkansas Lease
On October 24, 2009 the Company signed a letter agreement to acquire eleven producible deep oil wells north of Hosston, Louisiana, and in Southern Arkansas for $385,000. Seven of these wells are in production. The deepest of these wells produce
from the Smackover formation at 7800 feet. Four other wells are capable of production after work over operation has been completed. Also included with the agreement are three disposal wells.
On June 12, 2013, the Company sold these properties under an Asset Transfer and Liability Assumption Agreement for $10 to a non-related party. The sale resulted in a gain of $110,755, which include a decrease to $nil on the
Company’s Asset Retirement Obligation of $122,484 (December 31, 2012).
NOTE 5. GAIN (LOSS) ON DISCONTINUED OPERATIONS
On June 12, 2013, the Company sold the Arkansas Lease properties under an Asset Transfer and Liability Assumption Agreement for $10 to a non-related party. The Company returned the $232,500 held by its lawyers to First Pacific, and wrote
down the $250,000 Deferred Gain. This resulted in a net gain of $17,500 on the sale of its oil leases. In addition, the Company paid the operator an additional $11,729 for disposal fees related to the lease; total cash paid as a result
of the sale is $244,229. Due to the sale of the leases, the Asset Retirement Obligation balance of $122,484 as also removed from the books. The net effect of the transaction resulted in a gain on the sale of leases of $128,255.
12
The result of discontinued operations is a net income of $139,980 and net loss of $14,483 for the period ending June 30, 2013 and 2012, respectively.
NOTE 6. RELATED PARTY
The Company has received advances from Harpreet Sangha of $43,758 as of June 30, 2013 ($26,820 – December 31, 2012) and from Sam Sangha of $1,445 ($nil – December 31, 2012). These advances have no interest, are
unsecured with no specific terms of repayment.
Previous management advanced the Company $7,472 as of June 30, 2013 and December 31, 2012. The loans are unsecured, are payable in five years from August 2009 and bear interest at 3%. Imputed interest equaled $2,714 ($1,704 for the year
ended December 31, 2012).
On May 16, 2012, 20,000,000 shares were issued to Harpreet Sangha, President; Craig Alford, Vice-president, and Herminder Rai, Chief Financial Officer. The market value of the shares at the time of issue was $0.10 per share. Consequently,
consulting fees of $2,000,000 were charged.
NOTE 7. CONVERTIBLE NOTE
On January 15, 2012, a convertible note loan from High Rig Resources Group Ltd., was secured for $80,000. The note had a maturity date of April 15, 2013 with no stated interest rate. The promissory note is convertible into the Company’s
common stock at a rate of $0.001 per share. The company imputed interest based on 15% and recorded a total of $3,058 to additional paid-in capital as of June 30, 2013. The Company evaluated this convertible note for derivative liability
treatment noting that if the shares were converted at a fixed price of $0.001 per share, and the principal value of $80,000, this would result in 80,000,000 shares which is 53% of the authorized share count; therefore, the number of shares
is determinate and the note is not considered a derivative liability. In addition, the Company evaluated this convertible note for a beneficial conversion feature noting that the conversion price of $0.001 which is below the market price on the
date of the note. Based on calculation, a total discount of $80,000 was recorded. During the period, the note was fully converted, therefore, the total discount of $80,000 was fully amortized as of period ended June 30, 2013.
13
NOTE 8. FINANCIAL PARTICIPATION AGREEMENT
As per Note 4 above, on May 31, 2013, the Company entered into
a Financial Participation Agreement with Capistrano Capital, LLC (Capistrano),
whereby Capistrano funded the $1,160,000 to Hangtown, plus agreed to fund up to
an additional $6,500,000 for drilling costs of the KMD17-18 well. As of June 30,
2013, the Capistrano had funded Hangtown $2,250,000. Capistrano will earn a net
resource interest of 1 % for the lesser of 10 years or the life of the KMD17-18
well, and earn 135% of payments made to Hangtown for the drilling and completion
of the well from the cash flow from the well. These amounts will be repaid
annually over the next three years commencing with 1/3
rd
after 1 year
of production, 1/3
rd
after 2 years of production, and
1/3
rd
after three years of production. Should the cash flows from the
wells fail to meet the repayment commitments the amount of any amounts due will
be carried forward to future years for repayment from cash flows from the well.
Should the cash flow from the well fail to repay Capistrano the full amount of
its advances to Hangtown, Capistrano has no recourse for the this shortfall from
the Company. Should the KMD17-18 well be plugged and abandoned, Capistrano can
elect to participate in a replacement well. If Capistrano chooses to
participate, it will be given 72 hours to decide upon notice being received from
the Company. Should Capistrano elect to participate, the same terms and
conditions as per the KMD 17-18 well shall apply except that the costs of the
KMD 17-18 well will be costs of the replacement well.
At any time after the completion of KMD 17-18, the Company has
the right, but not the obligation, to convert the capital it has contributed to
Hangtown into equity of Hangtown at the greater of either $3.75 per share or the
most recent per share valuation which Hangtown has accepted and received capital
for. If the Company converts its interest into equity of Hangtown, the Company
shall not have any rights or interest in the KMD 17-18 well or any additional
wells as the Drilling and Participation Agreement will effectively terminate.
NOTE 9. INCOME TAXES
Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as current or
non-current, depending on the classification of assets and liabilities to which
they relate. Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse. The company does not have any uncertain tax positions.
The Company currently has net operating loss carry forwards
aggregating $3,943,147 and $3,605,263 as at June 30, 2013 and December 31, 2012,
respectively, which expire through 2029. The deferred tax asset as of December
31, 2012 of $406,799 related to the carry forwards has been fully reserved.
NOTE 10. COMMON STOCK
On May 16, 2012, the Company was to issue 80,000,000 shares to
repay an $80,000 promissory note. Only 60,000,000 of these shares had been
issued as of June 30, 2013, $20,000 is included as common shares payable.
Also on May 16, 2012, the Company issued 20,000,000 shares to
management for services rendered. The fair market value of the Company shares at
the time of issue was $0.10 per share. Consequently, value attributed to these
shares was as follows:
Name
|
#
of Shares
|
Value
Attributed
|
Harpreet Sangha
|
10,000,000
|
$1,000,000
|
Craig Alford
|
6,500,000
|
$650,000
|
Herminder Rai
|
3,500,000
|
$350,000
|
Total
|
10,000,000
|
$2,000,000
|
On May 15, 2013, the Company increased its authorized capital
from 100,000,000 shares of $0.001 common stock to 150,000,000 shares of $0.001
common stock.
14
NOTE 11. SHARES PAYABLE
On June 5, 2013, the Company entered into an Investor Relations Consulting Agreement with MZHCI LLC for twelve months. The Agreement calls for monthly payments of $2,000 which will be accrued until the Company is cash flow positive, at which
time monthly payments will increase to $7,000. The Company is in the process of issuing 375,000 shares, and must issue an additional 375,000 on December 5, 2013. Given the market price of $0.33 as of June 5, 2013, the Company has valued the
shares at $123,750 and has expensed this value.
On June 7, 2013, the Company entered into an Investor Relations Consulting Agreement with San Diego Torrey Hills Capital, Inc. for six months. The Company is in the process of issuing 750,000 shares,. Given the market price of $0.355 as of June
7, 2013, the Company has valued the shares at $266,250 and has expensed this value.
NOTE 12. ASSET RETIREMENT OBLIGATION
The Company accounts for asset retirement obligations as required by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 410—Asset Retirement and Environmental Obligations. Under these standards, the
fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. If a reasonable estimate of fair value cannot be made in the period the asset
retirement obligation is incurred, the liability is recognized when a reasonable estimate of fair value can be made. If a tangible long-lived asset with an existing asset retirement obligation is acquired, a liability for that obligation shall be
recognized at the asset's acquisition date as if that obligation were incurred on that date. In addition, a liability for the fair value of a conditional asset retirement obligation is recorded if the fair value of the liability can be reasonably
estimated.
During the year ended December 31, 2010 the company incurred an accretion expense of $235,000 for the net present value cost of plugging all its oil wells upon the ending of the useful life of the wells. Due to the sale of some of the
company’s mineral leases and oil wells during 2012, the company was able to reduce its ARO liability to $122,484. With the sale of the balance of the Company’s Ark-La-Tex mineral leases on June 12, 2013, the ARO liability has been
reduced to nil.
NOTE 13. SUBSEQUENT EVENTS
During August 2013, 1,125,000 shares of common stock was issued related to the previously recorded Common Shares payable of a $390,000. Related to these contracts an additional 375,000 shares were issued. There are no other subsequent events
through the date of the issuance of the financial statements that would warrant further disclosures.
15