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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arete Industries Inc (CE) | USOTC:ARET | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 00:00:00 |
Colorado
|
84-1508638
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
7260 Osceola Street, Westminster, Colorado 80030
|
(Address of Principal Executive Offices) (Zip Code)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
|
Non-accelerated filer
☐
|
Smaller reporting company
☒
|
|
Emerging growth company ☐
|
Page
|
|
Part 1 - Financial Information
|
3
|
Item 1 - Financial Statements
|
3
|
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
|
13
|
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
|
18
|
Item 4 - Controls and Procedures
|
19
|
Part 2 - Other Information
|
19
|
Item 1 - Legal Proceedings
|
19
|
Item 1A - Risk Factors
|
19
|
Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds
|
19
|
Item 3 - Defaults upon Senior Securities
|
19
|
Item 4 - Mine Safety Disclosures
|
19
|
Item 5 - Other Information
|
19
|
Item 6 – Exhibits
|
20
|
Signatures
|
21
|
ARÊTE INDUSTRIES, INC.
|
||||||||
CONDENSED BALANCE SHEETS (Unaudited)
|
||||||||
|
||||||||
As of
|
||||||||
September 30,
|
December 31,
|
|||||||
ASSETS
|
2016
|
2015
|
||||||
Current Assets:
|
||||||||
Cash
|
$
|
259,340
|
$
|
521,666
|
||||
Accounts receivable - oil and gas sales
|
18,581
|
2,539
|
||||||
Subscription receivable
|
-
|
105,000
|
||||||
Prepaid expenses and other
|
11,832
|
32,554
|
||||||
Total Current Assets
|
289,753
|
661,759
|
||||||
Property and Equipment:
|
||||||||
Oil and gas properties, at cost, successful efforts method:
|
||||||||
Proved properties
|
8,431,505
|
8,683,273
|
||||||
Unproved properties
|
154,977
|
154,836
|
||||||
Furniture and equipment
|
22,522
|
22,522
|
||||||
Total property and equipment
|
8,609,004
|
8,860,631
|
||||||
Less accumulated depreciation, depletion and amortization
|
(3,573,522
|
)
|
(3,245,522
|
)
|
||||
Net Property and Equipment
|
5,035,482
|
5,615,109
|
||||||
TOTAL ASSETS
|
$
|
5,325,235
|
$
|
6,276,868
|
ARÊTE INDUSTRIES, INC.
|
||||||||
CONDENSED BALANCE SHEETS, Continued (Unaudited)
|
||||||||
As of | ||||||||
September 30,
|
December 31,
|
|||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
2016
|
2015
|
||||||
Current Liabilities:
|
||||||||
Accounts payable:
|
||||||||
Trade accounts payable
|
143,197
|
64,896
|
||||||
Accounts payable - DNR Oil & Gas, Inc.
|
367,504
|
501,281
|
||||||
Accounts payable - directors and affiliates
|
53,398
|
-
|
||||||
Dividends payable:
|
||||||||
Dividends payable
|
5,999
|
-
|
||||||
Dividends payable - directors and affiliates
|
41,992
|
-
|
||||||
Accrued interest expense:
|
||||||||
Accrued interest expense
|
3,983
|
2,532
|
||||||
Accrued interest expense - directors and affiliates
|
16,374
|
9,442
|
||||||
Notes and advances payable - current portion:
|
||||||||
Notes and advances payable
|
81,502
|
989,853
|
||||||
Notes and advances payable - directors and affiliates
|
134,595
|
13,152
|
||||||
Current portion of asset retirement obligations
|
426,600
|
409,621
|
||||||
Other accrued costs and expenses
|
61,745
|
68,577
|
||||||
Total Current Liabilities
|
1,336,889
|
2,059,354
|
||||||
Long-Term Liabilities:
|
||||||||
Notes and advances payable, net of current portion:
|
||||||||
Notes and advances payable, net of discount
|
1,198,439
|
173,519
|
||||||
Notes and advances payable - Directors and affiliates
|
20,057
|
151,379
|
||||||
Asset retirement obligations, net of current portion
|
639,400
|
585,576
|
||||||
Total Long-Term Liabilities
|
1,857,896
|
910,474
|
||||||
Total Liabilities
|
3,194,785
|
2,969,828
|
||||||
Commitments and Contingencies (Notes 6, 7, 8 and 9)
|
||||||||
Stockholders' Equity:
|
||||||||
Convertible Class A preferred stock; $10,000 face value per share, authorized 1,000,000 shares:
|
||||||||
Series 1; 30,000 shares authorized, none issued and outstanding.
|
-
|
-
|
||||||
Series 2; authorized 2,500 shares, 272 and 267 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively, liquidation preference $2,767,991 at September 30, 2016.
|
2,720,000
|
2,670,000
|
||||||
Common stock, no par value; 499,000,000 shares authorized, 14,674,580 and 14,295,413 issued and outstanding at September 30, 2016 and December 31, 2015, respectively.
|
21,535,469
|
21,502,635
|
||||||
Accumulated deficit
|
(22,125,019
|
)
|
(20,865,595
|
)
|
||||
Total Stockholders' Equity
|
2,130,450
|
3,307,040
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
5,325,235
|
$
|
6,276,868
|
||||
ARÊTE INDUSTRIES, INC. AND SUBSIDIARIES
|
||||||||||||||||
CONDENSED STATEMENTS OF OPERATIONS
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
For the Three months Ended
September 30, |
For the Nine months Ended
September 30, |
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues:
|
||||||||||||||||
Oil sales
|
$
|
219,404
|
$
|
230,728
|
$
|
633,961
|
$
|
617,906
|
||||||||
Natural gas sales
|
20,220
|
22,507
|
65,638
|
112,554
|
||||||||||||
Royalty revenues
|
483
|
514
|
1,760
|
4,455
|
||||||||||||
Sale of oil and natural gas properties
|
-
|
-
|
-
|
27,120
|
||||||||||||
Total revenues
|
240,107
|
253,749
|
701,359
|
762,035
|
||||||||||||
Operating Expenses:
|
||||||||||||||||
Oil and gas producing activities:
|
||||||||||||||||
Lease operating expenses
|
313,086
|
270,719
|
800,541
|
685,587
|
||||||||||||
Production taxes
|
19,367
|
29,101
|
55,434
|
66,900
|
||||||||||||
Depreciation, depletion, amortization and accretion
|
104,523
|
189,335
|
403,333
|
531,292
|
||||||||||||
Impairment
|
-
|
-
|
252,000
|
-
|
||||||||||||
Gas gathering:
|
||||||||||||||||
Operating expenses
|
-
|
-
|
-
|
1,406
|
||||||||||||
Depreciation
|
-
|
11,055
|
-
|
33,165
|
||||||||||||
General and administrative expenses:
|
||||||||||||||||
Director fees
|
10,000
|
13,333
|
30,000
|
35,333
|
||||||||||||
Investor relations
|
1,097
|
30,897
|
8,410
|
41,525
|
||||||||||||
Legal, auditing and professional fees
|
23,185
|
6,458
|
109,069
|
80,313
|
||||||||||||
Consulting fees executive services-Related Parties
|
14,000
|
43,333
|
54,732
|
126,733
|
||||||||||||
Other administrative expenses
|
10,103
|
20,699
|
33,275
|
65,138
|
||||||||||||
Depreciation
|
-
|
143
|
-
|
428
|
||||||||||||
Total operating expenses
|
495,361
|
615,073
|
1,746,794
|
1,667,820
|
||||||||||||
Operating loss
|
(255,254
|
)
|
(361,324
|
)
|
(1,045,435
|
)
|
(905,785
|
)
|
||||||||
Other expense
|
||||||||||||||||
Interest expense net
|
(25,067
|
)
|
(28,372
|
)
|
(70,019
|
)
|
(87,052
|
)
|
||||||||
Loss before income taxes
|
(280,321
|
)
|
(389,696
|
)
|
(1,115,454
|
)
|
(992,837
|
)
|
||||||||
Income tax benefit (expense)
|
-
|
-
|
-
|
-
|
||||||||||||
Net loss
|
$
|
(280,321
|
)
|
$
|
(389,696
|
)
|
$
|
(1,115,454
|
)
|
$
|
(992,837
|
)
|
||||
Net Loss Applicable to Common Stockholders:
|
||||||||||||||||
Net loss
|
$
|
(280,321
|
)
|
$
|
(389,696
|
)
|
$
|
(1,115,454
|
)
|
$
|
(992,837
|
)
|
||||
Preferred stock dividends declared
|
(47,991
|
)
|
-
|
(143,970
|
)
|
-
|
||||||||||
Net loss applicable to common stockholders
|
$
|
(328,312
|
)
|
$
|
(389,696
|
)
|
$
|
(1,259,424
|
)
|
$
|
(992,837
|
)
|
||||
Loss Per Share Applicable to Common Stockholders:
|
||||||||||||||||
Basic
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.09
|
)
|
$
|
(0.08
|
)
|
||||
Diluted
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.09
|
)
|
$
|
(0.08
|
)
|
||||
Weighted Average Number of Common Shares Outstanding:
|
||||||||||||||||
Basic
|
14,673,700
|
12,966,000
|
14,450,550
|
12,764,000
|
||||||||||||
Diluted
|
14,673,700
|
12,966,000
|
14,450,550
|
12,764,000
|
||||||||||||
Class A Preferred Stock
|
Common Stock
|
Accumulated
|
||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Deficit
|
Total
|
|||||||||||||||||||
Balances, January 1, 2016
|
267
|
$
|
2,670,000
|
14,295,413
|
$
|
21,502,635
|
$
|
(20,865,595
|
)
|
$
|
3,307,040
|
|||||||||||||
Issuance of common stock for services
|
-
|
-
|
316,667
|
25,334
|
-
|
25,334
|
||||||||||||||||||
Issuance of common stock related to notes payable (See Note 7)
|
-
|
-
|
62,500
|
7,500
|
-
|
7,500
|
||||||||||||||||||
Issuance of series A2 preferred stock
|
5
|
50,000
|
-
|
-
|
-
|
50,000
|
||||||||||||||||||
Preferred stock dividends
|
-
|
-
|
-
|
-
|
(143,970
|
)
|
(143,970
|
)
|
||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(1,115,454
|
)
|
(1,115,454
|
)
|
||||||||||||||||
Balances, September 30, 2016
|
272
|
$
|
2,720,000
|
14,674,580
|
$
|
21,535,469
|
$
|
(22,125,019
|
)
|
$
|
2,130,450
|
ARÊTE INDUSTRIES, INC.
|
||||||||
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
|
||||||||
For the nine months ended September 30,
|
||||||||
2016
|
2015
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(1,115,454
|
)
|
$
|
(992,837
|
)
|
||
Adjustments to reconcile net loss to net cash provided by
|
||||||||
(used in) operating activities:
|
||||||||
Depreciation, depletion and amortization
|
328,000
|
509,698
|
||||||
Accretion of discount on asset retirement obligations
|
75,333
|
55,187
|
||||||
Gain on sale of oil and gas properties
|
-
|
(27,120
|
)
|
|||||
Common stock issued in exchange for services
|
25,334
|
55,165
|
||||||
Impairment expense
|
252,000
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(16,042
|
)
|
79,443
|
|||||
Prepaid expenses and other
|
20,722
|
25,715
|
||||||
Accounts payable
|
(2,078
|
)
|
118,044
|
|||||
Amortization of loan servicing fees
|
938
|
-
|
||||||
Settlement of Asset Retirement Obligation
|
(4,530
|
)
|
-
|
|||||
Other accrued expenses and accrued interest
|
1,551
|
115,133
|
||||||
Net cash used in operating activities
|
(434,226
|
)
|
(61,572
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Capital expenditures for property and equipment
|
(373
|
)
|
(64,416
|
)
|
||||
Proceeds from sale of oil & gas properties
|
-
|
50,000
|
||||||
Net cash used in investing activities
|
(373
|
)
|
(14,416
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from notes payable
|
250,500
|
67,000
|
||||||
Principal payments on notes payable
|
(137,248
|
)
|
(19,658
|
)
|
||||
Proceeds received from subscription receivable
|
105,000
|
-
|
||||||
Preferred stock dividends paid
|
(95,979
|
)
|
-
|
|||||
Proceeds received from issuance of Series A2 Preferred Stock
|
50,000
|
-
|
||||||
Net cash provided by financing activities
|
172,273
|
47,342
|
||||||
Net decrease in cash and equivalents
|
(262,326
|
)
|
(28,646
|
)
|
||||
Cash and equivalents, beginning of period
|
521,666
|
30,755
|
||||||
Cash and equivalents, end of period
|
$
|
259,340
|
$
|
2,109
|
||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Additions to oil & gas properties financed through accounts payable
|
$
|
-
|
$
|
3,465
|
||||
Cash paid for interest
|
$
|
62,052
|
$
|
55,913
|
||||
Accrued dividends
|
$
|
47,991
|
$
|
-
|
||||
Common stock issued as a prepayment for services
|
$
|
-
|
$
|
13,333
|
||||
Common stock issued for director fees payable
|
$
|
-
|
$
|
20,900
|
||||
Common stock issued for loan closing costs
|
$
|
7,500
|
$
|
-
|
Three month periods ended
September 30,
|
Nine month periods ended
September 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Net loss available to common shareholders – Basic
|
$
|
(328,312
|
)
|
$
|
(389,696
|
)
|
$
|
(1,259,424
|
)
|
$
|
(992,837
|
)
|
||||
Plus: Preferred stock dividends
|
-
|
-
|
-
|
-
|
||||||||||||
Net loss available to common shareholders – Diluted
|
$
|
(328,312
|
)
|
$
|
(389,696
|
)
|
$
|
(1,259,424
|
)
|
$
|
(992,837
|
)
|
||||
Weighted average common shares outstanding – Basic
|
14,673,700
|
12,966,000
|
14,450,550
|
12,764,000
|
||||||||||||
Add: Dilutive effect of preferred stock
|
-
|
-
|
-
|
-
|
||||||||||||
Weighted average common shares outstanding – Diluted
|
14,673,700
|
12,966,000
|
14,450,550
|
12,764,000
|
||||||||||||
Net loss per common share:
|
||||||||||||||||
Basic
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.09
|
)
|
$
|
(0.08
|
)
|
||||
Diluted
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.09
|
)
|
$
|
(0.08
|
)
|
September 30,
2016
|
December 31,
2015
|
|||||||
Proved oil and gas properties at cost, net of impairment
|
$
|
8,431,505
|
$
|
8,683,273
|
||||
Unproved oil and gas properties at cost, net of impairment
|
154,977
|
154,836
|
||||||
Accumulated depreciation, depletion and amortization
|
(3,551,000
|
)
|
(3,223,000
|
)
|
||||
Oil and gas properties, net
|
$
|
5,035,482
|
$
|
5,615,109
|
- |
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.
|
- |
Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.
|
- |
Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
|
(1) |
In January 2014, we memorialized certain short-term liabilities with owed to one of our directors, Charlie Davis, into a formal promissory note. This note accrues interest at an annual rate of 7.0% with monthly payments equal to $1,316 (principal and interest) and will mature on January 1, 2019.
|
(2) |
On April 29, 2013, the Company executed a promissory note under which the Company agreed to pay Apex Financial Services Corp, a Colorado corporation, ("Apex") the principal sum of $120,728, with interest accruing at an annual rate of 7.5%, with principal and interest due on March 31, 2017. The Company also agreed to assign 75% of its operating income from its oil and gas operations and any lease or well sale or any other asset sales to Apex to secure the debt. Apex is 100% owned by the CEO, director, and shareholder of the Company, Nicholas L. Scheidt. The Company paid a loan fee to Apex of $10,000. In the event of default on the note and failure to cure the default in ten days, Apex may accelerate payment and the annual interest rate on the note will accrue at 18%. Default includes failure to pay the note when due or if the Company borrows any other monies or offers security in the Company or in the collateral securing the note prior to the note being paid in full. The Company obtained a default waiver from Apex related to the new notes entered into through the nine month period ended September 30, 2016. The Company has not had operating income or had any lease or well sales in the current fiscal year; therefore, no payments have been made to Apex through September 30, 2016.
|
(3) |
On March 28, 2012, the Company executed a promissory note with Pikerni, LLC ("Pikerni"). This note was extended and amended on April 1, 2015,extending the maturity date of the note to April 1, 2016, with principal payments of $5,000 due on June 30, 2015, September 30, 2015, December 31, 2015, and March 31, 2016, and the remaining principal balance of $80,000 due on April 1, 2016. The note accrues interest at an annual rate of 7.5% and is payable quarterly. The Company did not make any of the principal payments and was in default on this note, however, in January 2016 the Company entered into an extension agreement with Pikerni, with an effective date of June 15, 2016. The principal amount of $100,000 was extended to March 30, 2018, with interest continuing to accrue at an annual rate of 7.5% and interest payments continuing to be paid in 90-day intervals.
|
(4) |
On March 28, 2012, the Company executed a Promissory Note with Fairfield Management Group, LLC, subsequently assigned to Donald Prosser (former CFO and Director) ("Prosser") during the fiscal year ended December 31, 2015. The note has a principal balance of $150,000, accrues interest at 7.5% payable monthly and had a maturity date of March 31, 2016, which was subsequently extended to March 31, 2017 and extended again on May 3, 2017 to March 30, 2018. The Company did not make the principal payment of $150,000 on March 31, 2017, and was in default on this note payable before the May 3, 2017 extension agreement.
|
(5) |
On December 31, 2013, the Company executed a promissory note with Mr. Prosser for $28,500. This note accrues interest at a rate of 7.0% with monthly payments equal to $564 (principal and interest) and matures on January 1, 2019.
|
(6) |
On January 28, 2014, we entered into a line of credit loan agreement for $1,500,000 due January 15, 2015, subsequently extended to June 28, 2018. The terms of the note are as follows: 1) the accrued interest is payable monthly starting February 28, 2014, 2) the interest rate is variable based on an index calculated based on a prime rate as published by the Wall Street Journal index plus an add on index with the current and minimum rate of 6.5%,
the note has draw provisions and is collateralized by the wells and leases owned by the Company, a certificate of deposit for $500,000 at CityWide Banks pledged by a related party, and 5) the personal guarantee of Nicholas Scheidt, Chief Executive Officer. The amount eligible for borrowing on the Credit Facility is limited to the lesser of (i) 65% of the Company's PV10 value of its carbon reserves based upon the most current engineering reserve report or (ii) 48 month cumulative cash flow based upon the most current engineering reserve report. In addition to the borrowing base limitation, the Company is required to maintain and meet certain affirmative and negative covenants and conditions in order to draw advances on the Credit Facility. At September 30, 2016, the borrowing base was $523,000. The Credit Facility contains certain representations, warranties, and affirmative and negative covenants applicable to the Company, which are customarily applicable to senior secured loan facilities. Key covenants include limitations on indebtedness, restricted payments, creation of liens on oil and gas properties, hedging transactions, mergers and consolidations, sales of assets, use of loan proceeds, change in business, and change in control. At September 30, 2016, the Company was in compliance with all of the covenants. The above-referenced promissory note contains customary default and acceleration provisions and provides for a default interest rate of 21% per annum. In addition, the Credit Facility contains customary events of default, including: (a) failure to pay any obligations when due; (b) failure to comply with certain restrictive covenants; (c) false or misleading representations or warranties; (d) defaults of other indebtedness; (e) specified events of bankruptcy, insolvency or similar proceedings; (f) one or more final, non-appealable judgments in excess of $50,000 that is not covered by insurance; (g) change in control (25% threshold); (h) negative events affecting the Guarantor; and (i) lender in good faith believes itself insecure. In an event of default arising from the specified events, the Credit Facility provides that the commitments thereunder will terminate and the Lender may take such other actions as permitted including, declaring any principal and accrued interest owed on the line of credit to become immediately due and payable. The Credit Facility is secured by a security interest in substantially all of the assets of the Company, pursuant to a Security Agreement, Deed of Trust and Assignment of As-Extracted Collateral entered into between the Company and Citywide Banks.
|
(7) |
On August 15, 2014, the Company redeemed the remaining 10 shares of Series A-1 Convertible Preferred Stock outstanding for consideration of $77,500, of which $15,500 was paid in cash and the remaining amount as a promissory note for $62,000. The note accrues interest at 7% per annum, payable in two installments as follows;
|
a. |
A payment of $31,000, plus accrued and unpaid interest was payable on August 15, 2015
|
b. |
A payment of $31,000, plus accrued and unpaid interest was payable on August 15, 2016
|
(8) |
On December 31, 2013, the Company executed a promissory note with Pikerni for $49,500. This note accrues interest at a rate of 7.0% per annum with monthly payments equal to $980 (principal and interest) and matures on January 1, 2019.
|
(9) |
In June 2013, in connection with the conversions of Series A-1 Preferred Stock by Burlingame Equity Investors II, LP and Burlingame Equity Investors Master Fund, LP, the Company issued unsecured promissory notes in the original principal amounts of $48,000 and $552,000, respectively, with interest at 7% per annum payable quarterly and all unpaid interest and principal due on July 23, 2014. We have agreed in writing with the holders of these two existing notes to extend the maturity date of the notes to June 18, 2018.
|
(10) |
On March 1, 2016, the Company entered into a Commercial Premium Finance Agreement – Promissory Note in the amount of $25,976 to finance one of its insurance policies. This note accrues interest at a rate of 4.957% and matured on October 17, 2016. This note was paid in full on October 17, 2016.
|
(11) |
On June 29, 2016, the Company entered into a promissory note with an unrelated party and received $100,000 and issued 30,000 shares of the Company's restricted common stock, valued at $3,600, as a loan servicing fee. This note accrues interest at the rate of 7.0% per annum with interest paid quarterly in arrears and all principal and interest due on June 29, 2018. In the event of a default, the loan will become due immediately and a default interest rate of 18.0% per year will be assessed on all amounts outstanding until paid in full. An event of default only occurs if any payment required by this note is not paid. All payments have been made on this note through the filing of this report. The loan servicing fee will be amortized over the life of the loan.
|
(12) |
On June 30, 2016, the Company entered into a promissory note with an unrelated party for $100,000 and the issuance of 20,000 shares of the Company's restricted common stock, valued at $2,400, as a loan servicing fee. This note accrues interest at the rate of 7.0% per annum with interest paid quarterly in arrears and all principal and interest due on June 30, 2018. In the event of a default, the loan will become due immediately and a default interest rate of 18.0% per year will be assessed on all amounts outstanding until paid in full. An event of default only occurs if any payment required by this note is not paid. The proceeds for this note were received on July 1, 2016, upon formal closing of the transaction. The loan servicing fee will be amortized over the life of the loan.
|
(13) |
On June 30, 2016, the Company entered into a promissory note with an unrelated party for $25,000 and the issuance of 12,500 shares of the Company's restricted common stock, valued at $1,500, as a loan servicing fee. This note accrues interest at the rate of 7.0% per annum with interest paid quarterly in arrears and all principal and interest due on June 29, 2018. In the event of a default, the loan will become due immediately and a default interest rate of 18.0% per year will be assessed on all amounts outstanding until paid in full. An event of default only occurs if any payment required by this note is not paid. The proceeds from this note were received on July 5, 2016, upon formal closing of the transaction. The loan servicing fee will be amortized over the life of the loan.
|
Note 8 - |
Asset retirement obligations
|
Balance, December 31, 2015
|
$
|
995,197
|
||
Liabilities settled
|
(4,530
|
)
|
||
Accretion expense
|
75,333
|
|||
Balance, September 30, 2016
|
1,066,000
|
|||
Less current asset retirement obligations
|
(426,600
|
)
|
||
Long-term asset retirement obligations
|
$
|
639,400
|
Note 9 - |
Litigation
|
• |
Results of operations;
|
• |
Liquidity and capital resources;
|
• |
Contractual obligations;
|
• |
Off balance sheet arrangements;
|
• |
Critical accounting policies; and
|
• |
New accounting pronouncements.
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Oil Sales
|
$
|
219,404
|
$
|
230,728
|
$
|
633,961
|
$
|
617,906
|
||||||||
Natural Gas Sales
|
20,220
|
22,507
|
65,638
|
112,554
|
||||||||||||
Royalty sales
|
483
|
514
|
1,760
|
4,455
|
||||||||||||
Sale of oil and gas properties
|
-
|
-
|
-
|
27,120
|
||||||||||||
Total Revenue
|
240,107
|
253,749
|
701,359
|
762,035
|
||||||||||||
|
||||||||||||||||
Lease Operating Expense
|
313,086
|
270,719
|
800,541
|
685,587
|
||||||||||||
Production Taxes
|
19,367
|
29,101
|
55,434
|
66,900
|
||||||||||||
Depreciation, depletion, amortization ("DD&A")
|
77,000
|
168,782
|
328,000
|
476,104
|
||||||||||||
Accretion
|
27,523
|
20,553
|
75,333
|
55,188
|
||||||||||||
Impairment expense
|
-
|
-
|
252,000
|
-
|
||||||||||||
Total operating expenses
|
436,976
|
489,155
|
1,511,308
|
1,283,779
|
||||||||||||
Net operating loss before general and administrative expense
|
(196,869
|
)
|
(235,406
|
)
|
(809,949
|
)
|
(521,744
|
)
|
||||||||
|
||||||||||||||||
Net barrels of oil sold
|
5,579
|
5495
|
17,490
|
14,400
|
||||||||||||
Net mcf of gas sold
|
10,407
|
12,199
|
35,834
|
47,071
|
||||||||||||
Boe
|
7,314
|
7,528
|
23,462
|
22,245
|
||||||||||||
Average price for oil
|
$
|
39.33
|
$
|
41.99
|
$
|
36.25
|
$
|
42.91
|
||||||||
Average price for gas
|
$
|
1.94
|
$
|
1.84
|
$
|
1.83
|
$
|
2.39
|
||||||||
Lease operating expense per BOE
|
$
|
42.81
|
$
|
35.96
|
$
|
34.12
|
$
|
30.82
|
||||||||
DD&A per BOE
|
$
|
10.53
|
$
|
22.42
|
$
|
13.98
|
$
|
21.40
|
|
Three Months ended
|
Nine Months ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
General and administrative expenses:
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Director fees
|
10,000
|
13,333
|
30,000
|
35,333
|
||||||||||||
Investor relations
|
1,097
|
30,897
|
8,410
|
41,525
|
||||||||||||
Legal, auditing and professional fees
|
23,185
|
6,458
|
109,069
|
80,313
|
||||||||||||
Consulting fees - Related Parties
|
14,000
|
43,333
|
54,732
|
126,733
|
||||||||||||
Other administrative expenses
|
10,103
|
20,699
|
33,275
|
65,138
|
||||||||||||
Depreciation
|
-
|
143
|
-
|
428
|
||||||||||||
Total G&A Expense
|
58,385
|
114,863
|
235,486
|
349,470
|
31.1 |
Certification of the Principal Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
31.2 |
Certification of the Principal Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
32.1 |
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
|
32.2 |
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
|
101 |
The following materials are filed herewith: (i) XBRL Instance, (ii) XBRL Taxonomy Extension Schema, (iii) XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) XBRL Taxonomy Extension Definition. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by the specific reference in such filing.
|
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