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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Imperial Resources Inc (CE) | USOTC:IPRC | 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% | 0.0003 | 0.00 | 01:00:00 |
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
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Nevada
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83-0512922
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
106 E. 6th St. Suite 900, Austin, TX 78701
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(Address of principal executive offices)
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(512) 332-5740
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(Registrant’s telephone number)
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(Former name, former address and former fiscal year, if changed since last report)
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¨
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
(Do not check if smaller
reporting company)
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x
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Smaller Reporting company
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INDEX
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|||
Page No.(s)
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|||
PART I - FINANCIAL INFORMATION
|
|||
Item 1.
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Financial Statements
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3
|
|
Consolidated Balance Sheets as of December 31, 2012 (unaudited) and March 31, 2012
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4
|
||
Consolidated Statements of Operations for the three and nine months ended December 31, 2012 and 2011 (unaudited)
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5
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||
Consolidated Statements of Cash Flows for the three and nine months ended December 31, 2012 and 2011 (unaudited)
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6
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||
Notes to Consolidated Financial Statements
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7 to 14
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||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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15
|
|
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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21
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Item 4.
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Controls and Procedures
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21
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PART II - OTHER INFORMATION
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|||
Item 1.
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Legal Proceedings
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21
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Item 1A.
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Risk Factors
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21
|
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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21
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Item 3.
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Defaults Upon Senior Securities
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22
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Item 4.
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Mine Safety Disclosures
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22
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Item 5.
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Other Information
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22
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|
Item 6.
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Exhibits
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22
|
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SIGNATURES
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23
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Notes Payable, net of discount of $381,203 and $365,918 at December 31, 2012 and March 31, 2012, respectively
|
1,407,663
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1,163,660
|
||||||
Derivative liability
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419,579
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509,628
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||||||
Total Long-term Liabilities
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1,827,242
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1,673,288
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||||||
Total Liabilities
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2,395,486
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2,071,739
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||||||
STOCKHOLDERS’ EQUITY:
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||||||||
Common stock: 500,000,000 shares authorized, at $0.001 par value; 43,476,197 shares issued and outstanding at December 31, 2012; 42,894,561 shares issued and outstanding at March 31, 2012
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43,476
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42,894
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||||||
Capital in excess of par value
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2,032,745
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1,913,327
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||||||
Accumulated Deficit
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(2,164,633
|
)
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(1,793,411
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)
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||||
Total Stockholders’ Equity (Deficit)
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(88,412
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)
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162,810
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|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$
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2,307,074
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$
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2,234,549
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||||
Three Months ended
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Three Months ended
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Nine Months ended
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Nine Months ended
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|||||||||||||
December 31, 2012
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December 31, 2011
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December 31, 2012
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December 31, 2011
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|||||||||||||
Operating Revenue:
|
||||||||||||||||
Natural Gas and condensate
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$ | 26,458 | $ | 11,828 | $ | 50,025 | $ | 59,759 | ||||||||
Salt water disposal
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32,947 | - | 32,947 | - | ||||||||||||
Total Revenue
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59,405 | 11,828 | 82,972 | 59,759 | ||||||||||||
Operating Expenses
:
|
||||||||||||||||
Lease operating costs
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(41,184 | ) | 6,506 | (32,557 | ) | 16,287 | ||||||||||
Salt water disposal operating costs
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30,332 | 30,332 | ||||||||||||||
Depletion
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13,881 | 5,407 | 29,135 | 16,643 | ||||||||||||
Depreciation
|
37,975 | 37,976 | 146,111 | 78,333 | ||||||||||||
Accounting and audit
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17,782 | 22,559 | 88,822 | 128,463 | ||||||||||||
Director’s Fees
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36,000 | 45,000 | 90,000 | 90,000 | ||||||||||||
Other administrative expenses
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146,419 | 21,448 | 177,041 | 51,402 | ||||||||||||
Total Operating Expenses
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241,205 | 138,896 | 528,884 | 381,128 | ||||||||||||
- | ||||||||||||||||
Loss from operations
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(181,800 | ) | (127,068 | ) | (445,912 | ) | (321,369 | ) | ||||||||
Other Income and (Expenses):
|
||||||||||||||||
Interest income (expense)
|
85,741 | (85,894 | ) | (112,415 | ) | (142,456 | ) | |||||||||
Gain (loss) on derivative liability
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(90,817 | ) | - | 187,405 | 0 |
Total Other Income (Expenses)
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(5,076 | ) | (85,894 | ) | 74,990 | (142,456 | ) | |||||||||
Net Loss before extraordinary item
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(186,876 | ) | (212,962 | ) | (370,922 | ) | (463,825 | ) | ||||||||
Extraordinary loss due to fire
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- | - | - | (157,562 | ) | |||||||||||
NET LOSS
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$ | (186,876 | ) | $ | (212,962 | ) | $ | (370,922 | ) | $ | (621,387 | ) | ||||
NET LOSS PER COMMON SHARE
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||||||||||||||||
Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
WEIGHTED AVERAGE OUTSTANDING SHARES
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||||||||||||||||
Basic and diluted
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43,476,197 | 42,894,561 | 43,200,925 | 42,704,811 | ||||||||||||
Nine Months ended
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Nine Months ended
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|||||||
December 31, 2012
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December 31, 2011
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss
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$ | (371,222 | ) | $ | (621,387 | ) | ||
Add back Extraordinary Loss
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157,562 | |||||||
Net loss before extraordinary loss
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(371,222 | ) | (463,825 | ) | ||||
Adjustments to reconcile net loss to net cash (used in) operating activities:
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||||||||
|
||||||||
Depletion and depreciation expense
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148,518 | 94,976 | ||||||
Discount amortization
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82,065 | 20,635 | ||||||
Gain (loss) on derivative liability
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(187,405 | ) | ||||||
Changes in operating assets and liabilities:
|
||||||||
Changes in accounts receivable
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(21,347 | ) | 22,211 | |||||
Changes in accounts payable
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171,460 | 468,958 | ||||||
Net Cash Provided (Used) by Operations
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(177,931 | ) | 142,955 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES:
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||||||||
Purchase of salt water facility
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- | (50,000 | ) | |||||
Purchase of salt water equipment and deepening well
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- | (1,466,453 | ) | |||||
Investments in oil and gas properties
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(248,090 | ) | (238,173 | ) | ||||
Net Cash Used by Investing Activities
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(248,090 | ) | (1,754,626 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Loans from related parties
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150,000 | |||||||
Proceeds from notes payable for salt water facility
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320,000 | 1,200,000 | ||||||
Repayment of notes payable
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(62,373 | ) | (59,268 | ) | ||||
Proceeds from issuance of common stock
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120,000 | |||||||
Net Cash Provided by Financing Activities
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377,627 | 1,290,732 | ||||||
Net Decrease in Cash
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(48,394 | ) | (320,938 | ) | ||||
Cash at Beginning of Period
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92,464 | 364,891 | ||||||
CASH AT END OF PERIOD
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$ | 44,070 | $ | 43,953 | ||||
Supplemental disclosures:
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Cash paid for interest
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$
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13,015
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$
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32,010
|
||||
Purchase of salt water disposal facility through issuance of note payable
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$
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-
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$
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450,000
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||||
Debt discount on convertible note payable
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$
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89,111
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$
|
-
|
||||
1.
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ORGANIZATION AND BASIS OF PRESENTATION
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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(a)
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Basis of Consolidation
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(b)
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Nature of Operations
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(c)
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Concentrations
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(d)
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Investments in Oil and Gas Properties
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Disposal wells
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10 years
|
Machinery and equipment
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7 years
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(e)
|
Impairment of Long-Lived Assets:
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(f)
|
Income Taxes
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(g)
|
Basic and Diluted Net Loss Per Share
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(h)
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Use of Estimates in the Preparation of Consolidated Financial Statements
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(i)
|
Fair value of financial instruments
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(j
)
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Derivative Instruments
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(k)
|
Cash Equivalents
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(l)
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Revenue Recognition
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3.
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OIL AND GAS PROPERTIES
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March 31, 2012
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Additions
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Depletion and other reductions (1)
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December 31, 2012
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|||||||||||||
Producing Wells
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$
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323,826
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$
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28,024
|
$
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(40,640
|
)
|
$
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311,210
|
|||||||
Accumulated depletion
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(96,912
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)
|
-
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(13,033
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)
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(109,945
|
)
|
|||||||||
Net producing wells
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226,914
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28,024
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(53,673
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)
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201,265
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|||||||||||
Undeveloped wells
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73,166
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-
|
-
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73,166
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||||||||||||
Total oil and gas
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$
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300,080
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$
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28,024
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$
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(53,673
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)
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$
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274,431
|
|||||||
4.
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SALT WATER DISPOSAL FACILITY
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December 31, 2012
|
||||
Purchase of salt water facility
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$ | 500,000 | ||
Repairs and improvements
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1,713,064 | |||
Total
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2,213,064 | |||
Accumulated depreciation
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(262,421 | ) | ||
Total property and equipment related to salt water facility
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$ | 1,950,643 |
5.
|
NOTES PAYABLE
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Description
|
Amount
|
|||
Convertible notes payable
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$ | 1,608,542 | ||
Other borrowings
|
275,000 | |||
Total borrowings
|
1,883,542 | |||
Less Current Portion
|
(94,300 | ) | ||
Less debt discount
|
(381,203 | ) | ||
Derivative liability
|
419,579 | |||
Long term liabilities as of December 31, 2012
|
$ | 1,827,618 |
6.
|
CAPITAL STOCK
|
7.
|
INCOME TAXES
|
8
.
|
SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
|
9.
|
GOING CONCERN
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ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
●
|
risks related to our limited operating history; including security and conversion arrangements over Notes payable;
|
●
|
risks related to our financing and development activities;
|
●
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risks related to the historical losses and expected losses in the future;
|
●
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risks related to our dependence on our executive officers;
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●
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risks related to fluctuations in oil and natural gas prices, and the price for salt water disposal;
|
●
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risks related to exploratory activities, drilling for and producing oil and natural gas, and the drilling of salt water disposal wells;
|
●
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risks related to the operation of salt water disposal facilities;
|
●
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risks related to liability claims from oil and gas, and salt water disposal operations;
|
●
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risks related to accessing the oil and natural gas, and salt water disposal markets;
|
●
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risks related to the statutory regulation of the drilling for and producing of oil and natural gas, and the disposal of salt water;
|
●
|
risks related to legal and reporting compliance costs and the ongoing accreditation of our auditors by the PCAOB;
|
●
|
risks related to the unavailability of drilling equipment and supplies;
|
●
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risks related to competition in the oil and natural gas industry, including the disposal of salt water;
|
●
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risks related to period to period comparison of our financial results;
|
●
|
risks related to our securities and the general public markets;
|
●
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risks related to our ability to raise capital or enter into joint venture or working interest arrangements on acceptable terms.
|
December 31, 2012
|
||||
Purchase of salt water facility
|
$ | 500,000 | ||
Additions to well
|
1,713,064 | |||
Total
|
2,213,064 | |||
Accumulated depreciation
|
(262,421 | ) | ||
Total property and equipment related to salt water facility
|
$ | 1,950,643 | ||
Nine Months Ended | Nine Months Ended | Increase | ||||||||||
December 31, 2012 | December 31, 2011 | (Decrease) | ||||||||||
Operating Revenue:
|
||||||||||||
Natural Gas and condensate
|
$ | 50,025 | $ | 59,759 | $ | (9,734 | ) | |||||
Salt water disposal
|
32,947 | - | 32,947 | |||||||||
Total Revenue
|
82,972 | 59,759 | 23,213 | |||||||||
- | ||||||||||||
Operating Expenses:
|
- | |||||||||||
Lease operating costs
|
(32,557 | ) | 16,287 | (48,844 | ) | |||||||
Salt water disposal operating costs
|
30,332 | 30,332 | ||||||||||
Depletion
|
29,135 | 16,643 | 12,492 | |||||||||
Depreciation
|
146,111 | 78,333 | 67,778 | |||||||||
Accounting and audit
|
88,822 | 128,463 | (39,641 | ) | ||||||||
Director’s Fees
|
90,000 | 90,000 | - | |||||||||
Other administrative expenses
|
177,041 | 51,402 | 125,639 | |||||||||
Total Operating Expenses
|
528,884 | 381,128 | 148,056 | |||||||||
- | ||||||||||||
Loss from operations
|
(445,912 | ) ) | (321,369 | ) | 124,543 | |||||||
Other Income and (Expenses):
|
||||||||||||
Interest expense
|
(112,415 | ) | (142,456 | ) | 30,041 | |||||||
Gain on derivative liability
|
187,405 | - | 187,405 | |||||||||
Total Other Income (Expenses)
|
74,990 | ) | (142,456 | ) | 217,446 | |||||||
Net Loss before extraordinary item
|
(370,922 | ) | (463,825 | ) | 92,903 | |||||||
Extraordinary loss due to fire
|
- | (157,562 | ) | (157,562 | ) | |||||||
NET LOSS
|
$ | (370,922 | ) | $ | (621,387 | ) | $ | 250,465 | ||||
Use of Estimates in the Preparation of Consolidated Financial Statements
|
Property and Equipment:
|
Fair value of financial instruments
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
*
|
101.INS
|
XBRL Instance Document
|
*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
*
|
31.1
|
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
31.2
|
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
32.1
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
32.2
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
IMPERIAL RESOURCES, INC.
|
||
Date: March 1, 2013
|
By:
|
/s/
Rob Durbin
|
Rob Durbin
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
||
Date: March 1, 2013
|
By:
|
/s/ Robert Bintliff
|
Robert Bintliff
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year Imperial Resources (CE) Chart |
1 Month Imperial Resources (CE) Chart |
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