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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Index Oil and Gas Inc (CE) | USOTC:IXOG | 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% | 0.000001 | 0.00 | 01:00:00 |
|
Page
|
Prospectus
Summary
|
2
|
Risk
Factors
|
4
|
Use
of Proceeds
|
14
|
Forward-Looking
Statements
|
14
|
Selling
Stockholders
|
16
|
Plan
of Distribution
|
25
|
Market
for Common Equity and Related Stockholder Matters
|
27
|
Description
of Business
|
28
|
Management’s
Discussion and Analysis or Plan of Operation
|
35
|
Description
of Property
|
49
|
Legal
Proceedings
|
52
|
Management
|
53
|
Executive
Compensation
|
54
|
Certain
Relationships and Related Transactions
|
58
|
Security
Ownership of Certain Beneficial Owners and Management
|
59
|
Description
of Securities
|
60
|
Indemnification
for Securities Act Liabilities
|
63
|
Legal
Matters
|
63
|
Experts
|
63
|
Changes
in Accountants
|
63
|
Additional
Information
|
63
|
Other
Expenses of Issuance and Distribution
|
II-1
|
Recent
Sales of Unregistered Securities
|
II-1
|
Consolidated
Financial Statements
|
F-1
|
|
•
|
Efficiently
influencing the management of ongoing projects;
|
|
•
|
Identifying,
characterizing, and capturing appropriate gas and oil opportunities;
and
|
|
•
|
Efficiently
using its business assets to raise additional capital as
needed.
|
Common
stock outstanding before the offering
|
65,803,698
shares.
|
Common
stock offered by selling stockholders
|
Up
to 40,686,978 shares.
The
maximum number of shares to be issued to the selling stockholders,
901,421, represents 1.35% of our current outstanding stock.
|
Common
stock to be outstanding after the offering
|
Up
to 66,705,119 shares.
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of the common stock.
See "Use
of Proceeds" for a complete description.
|
Risk
Factors
|
The
purchase of our common stock involves a
high
degree of risk. You should carefully review and consider "Risk Factors"
beginning on page 5.
|
Over-The-Counter
Bulletin Board Symbol
|
IXOG.OB
|
Forward-Looking
Statements
|
This
prospectus contains forward-looking statements that address, among
other
things, our strategy to develop our business, projected capital
expenditures, liquidity, and our development of additional revenue
sources. The forward-looking statements are based on our current
expectations and are subject to risks, uncertainties and assumptions.
We
base these forward-looking statements on information currently available
to us, and we assume no obligation to update them. Our actual results
may
differ materially from the results anticipated in these forward-looking
statements, due to various factors.
|
|
§
|
Successfully
execute its business strategy;
|
|
§
|
Continue
to develop its oil exploration and production
assets;
|
|
§
|
Respond
to competitive developments; and
|
|
§
|
Attract,
integrate, retain and motivate qualified
personnel.
|
|
·
|
Develop
the reputation of Index as a successful oil and gas exploration and
production company;
|
|
·
|
Successfully
identify and exploit appropriate
opportunities;
|
|
·
|
Develop
viable strategic alliances; and
|
|
·
|
Maintain
sufficient volume of successful new oil and gas
opportunities.
|
|
·
|
identify
and exploit oil and gas
opportunities;
|
|
·
|
maintain
and increase the company’s human resource including full time and
consultant resources;
|
|
·
|
evaluate
drilling opportunities; and
|
|
·
|
evaluate
future projects and areas for long term
development.
|
|
·
|
success
of ongoing operations;
|
|
·
|
forward
commodity prices; and
|
|
·
|
operating
costs (including human resource
costs).
|
|
•
|
|
the
domestic and foreign supply of oil and gas;
|
|
•
|
|
the
ability of members of the Organization of Petroleum Exporting Countries,
or OPEC, and other producing countries to agree upon and maintain
oil
prices and production levels;
|
|
•
|
|
political
instability, armed conflict or terrorist attacks, whether or not
in oil or
gas producing regions;
|
|
•
|
|
the
level of consumer product demand;
|
|
•
|
|
the
growth of consumer product demand in emerging markets, such as
China;
|
|
•
|
|
labor
unrest in oil and gas producing regions;
|
|
•
|
|
weather
conditions, including hurricanes and other natural
disasters;
|
|
•
|
|
the
price and availability of alternative fuels;
|
|
•
|
|
the
price of foreign imports;
|
|
•
|
|
worldwide
economic conditions; and
|
|
•
|
|
the
availability of liquid natural gas
imports.
|
|
•
|
|
unexpected
drilling conditions;
|
|
•
|
|
pressure
or irregularities in formations;
|
|
•
|
|
equipment
failures or accidents;
|
|
•
|
|
adverse
weather conditions, including hurricanes or other natural
disasters;
|
|
•
|
|
compliance
with governmental requirements; and
|
|
•
|
|
shortages
or delays in the availability of drilling rigs and the delivery of
equipment.
|
|
•
|
|
human
error, accidents, labor force and other factors beyond our control
that
may cause personal injuries or death to persons and destruction or
damage
to equipment and facilities;
|
|
•
|
|
blowouts,
fires, hurricanes, pollution and equipment failures that may result
in
damage to or destruction of wells, producing formations, production
facilities and equipment;
|
|
•
|
|
unavailability
of materials and equipment;
|
|
•
|
|
engineering
and construction delays;
|
|
•
|
|
unanticipated
transportation costs and delays;
|
|
•
|
|
unfavorable
weather conditions;
|
|
•
|
|
hazards
resulting from unusual or unexpected geological or environmental
conditions;
|
|
•
|
|
environmental
regulations and requirements;
|
|
•
|
|
accidental
leakage of toxic or hazardous materials, such as petroleum liquids
or
drilling fluids, into the environment;
|
|
•
|
|
changes
in laws and regulations, including laws and regulations applicable
to oil
and gas activities or markets for the oil and gas
produced;
|
|
•
|
|
fluctuations
in supply and demand for oil and gas causing variations of the prices
we
receive for our oil and gas production; and
|
|
•
|
|
the
internal and political decisions of OPEC and oil and natural gas
producing
nations and their impact upon oil and gas
prices.
|
|
•
|
|
from
a well or drilling equipment at a drill site;
|
|
•
|
|
from
gathering systems, pipelines, transportation facilities and storage
tanks;
|
|
•
|
|
damage
to oil and gas wells resulting from accidents during normal operations;
and
|
|
•
|
|
blowouts,
hurricanes, cratering and
explosions.
|
|
•
|
|
personal
injury;
|
|
•
|
|
bodily
injury;
|
|
•
|
|
third
party property damage;
|
|
•
|
|
medical
expenses;
|
|
•
|
|
legal
defense costs;
|
|
•
|
|
pollution
in some cases;
|
|
•
|
|
well
blowouts in some cases; and
|
|
•
|
|
workers
compensation.
|
•
|
our
results of operations and the performance of our
competitors;
|
•
|
the
public’s reaction to our press releases, our other public announcements
and our filings with the Securities and Exchange Commission, or
SEC;
|
•
|
changes
in earnings estimates or recommendations by research analysts who
follow,
or may follow, us or other companies in our industry;
|
•
|
changes
in general economic conditions;
|
changes
in market prices for oil and gas;
|
|
•
|
actions
of our historical equity investors, including sales of common stock
by our
directors and executive officers;
|
•
|
actions
by institutional investors trading in our stock;
|
•
|
disruption
of our operations;
|
•
|
any
major change in our management team;
|
•
|
other
developments affecting us, our industry or our competitors;
and
|
•
|
U.S.
and international economic, legal and regulatory factors unrelated
to our
performance.
|
|
·
|
that
a broker or dealer approve a person's account for transactions in
penny
stocks; and
|
|
·
|
the
broker or dealer receive from the investor a written agreement to
the
transaction, setting forth the identity and quantity of the penny
stock to
be purchased.
|
|
·
|
obtain
financial information and investment experience objectives of the
person;
and
|
|
·
|
make
a reasonable determination that the transactions in penny stocks
are
suitable for that person and the person has sufficient knowledge
and
experience in financial matters to be capable of evaluating the risks
of
transactions in penny stocks.
|
|
·
|
sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
|
·
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
•
|
institute
a comprehensive compliance function;
|
•
|
establish
internal policies, such as those relating to disclosure controls
and
procedures and insider trading;
|
•
|
design,
establish, evaluate and maintain a system of internal controls over
financial reporting in compliance with the requirements of
Section 404 of the Sarbanes-Oxley Act and the related rules and
regulations of the SEC and the Public Company Accounting Oversight
Board;
|
•
|
prepare
and distribute periodic reports in compliance with our obligations
under
the federal securities laws;
|
•
|
involve
and retain outside counsel and accountants in the above activities;
and
|
•
|
establish
an investor relations function.
|
|
•
|
|
our
ability to attract and retain management;
|
|
|
|
|
|
•
|
|
our
growth strategies;
|
|
|
||
|
•
|
|
anticipated
trends in our business;
|
|
|
||
|
•
|
|
our
future results of operations;
|
|
|
||
|
•
|
|
our
ability to make or integrate acquisitions;
|
|
|
||
|
•
|
|
our
liquidity and ability to finance our exploration, acquisition and
development activities;
|
|
|
||
|
•
|
|
our
ability to successfully and economically explore for and develop
oil and
gas resources;
|
|
|
||
|
•
|
|
market
conditions in the oil and gas industry;
|
|
|
||
|
•
|
|
the
timing, cost and procedure for proposed acquisitions;
|
|
|
||
|
•
|
|
the
impact of government regulation;
|
|
|
||
|
•
|
|
estimates
regarding future net revenues from oil and natural gas reserves and
the
present value thereof;
|
|
|
||
|
•
|
|
planned
capital expenditures (including the amount and nature
thereof);
|
|
|
||
|
•
|
|
increases
in oil and gas production;
|
|
|
||
|
•
|
|
the
number of wells we anticipate drilling in the future;
|
|
|
||
|
•
|
|
estimates,
plans and projections relating to acquired properties;
|
|
|
||
|
•
|
|
the
number of potential drilling locations;
|
|
|
||
|
•
|
|
our
financial position, business strategy and other plans and objectives
for
future operations;
|
|
•
|
|
the
possibility that our acquisitions may involve unexpected
costs;
|
|
|
||
|
•
|
|
the
volatility in commodity prices for oil and gas;
|
|
|
||
|
•
|
|
the
accuracy of internally estimated proved reserves;
|
|
|
||
|
•
|
|
the
presence or recoverability of estimated oil and gas
reserves;
|
|
|
||
|
•
|
|
the
ability to replace oil and gas reserves;
|
|
|
||
|
•
|
|
the
availability and costs of drilling rigs and other oilfield
services;
|
|
|
||
|
•
|
|
environmental
risks;
|
|
|
||
|
•
|
|
exploration
and development risks;
|
|
|
||
|
•
|
|
competition;
|
|
|
||
|
•
|
|
the
inability to realize expected value from acquisitions;
|
|
|
||
|
•
|
|
the
ability of our management team to execute its plans to meet its
goals;
|
|
•
|
|
general
economic conditions, whether internationally, nationally or in the
regional and local market areas in which we are doing business, that
may
be less favorable than expected; and
|
|
|
||
|
•
|
|
other
economic, competitive, governmental, legislative, regulatory, geopolitical
and technological factors that may negatively impact our businesses,
operations and pricing.
|
40.
CLEMENTE MACIAS TERRON
|
26000
|
|
26000
|
0
|
0
|
41.
CRISTINA MESEGUER CALERO (INCI)
|
30000
|
|
30000
|
0
|
0
|
42.
CRISTOBAL JAVIER LUQUE GOMARIN
|
0
|
0
|
0
|
0
|
|
43.
DANIEL LUQUE FERNANDEZ
|
0
|
0
|
0
|
0
|
|
44.
DAVID GARCIA TERNERO
|
9000
|
|
9000
|
0
|
0
|
45.
EDUARDO PISA MARTIN ENRIQUE GRANADOS
|
12000
|
|
12000
|
0
|
0
|
46.
ELADIO GARCIA BORBOLLA
|
10000
|
|
10000
|
0
|
0
|
47.
ELOISA DIAZ MUNOZ
|
8000
|
|
8000
|
0
|
0
|
48.
EMILIO ORDINA VEGA
|
24000
|
|
24000
|
0
|
0
|
49.
ENRIQUE AVILES GOMEZ
|
0
|
0
|
0
|
0
|
|
50.
ESTEBAN LOPEZ MARTIN
|
0
|
0
|
0
|
0
|
|
51.
FERNANDO MACIAS MAYA
|
400000
|
|
400000
|
0
|
0
|
52.
FRANCISCO GONZALEZ ARREBOLA
|
30000
|
|
30000
|
0
|
0
|
53.
FRANCISCO ESPASANDIN BUSTELO
|
12000
|
|
12000
|
0
|
0
|
54.
FRANCISCO JAVIER PEREZ RODRIGUEZ
|
0
|
0
|
0
|
0
|
|
55.
FRANCISCO MUNOZ CARDERO
|
12000
|
|
12000
|
0
|
0
|
56.
FRANCISCO OJEDA DOMINGUEZ
|
6000
|
|
6000
|
0
|
0
|
57.
FRANCISCO PAEZ PEREZ
|
30000
|
|
30000
|
0
|
0
|
58.
GONZALO PASCA LOZANO
|
12000
|
|
12000
|
0
|
0
|
59.
GREGORIO CASTANO MORUETA
|
54000
|
|
54000
|
0
|
0
|
60.
HERMOGENES GARCIA GONZALEZ
|
30000
|
|
30000
|
0
|
0
|
61.
IGNACIO CONTRERAS MORA
|
24000
|
|
24000
|
0
|
0
|
62.
IGNACIO CORREDERA GARCIA
|
0
|
0
|
0
|
0
|
|
63.
IGNACIO MARTIN VELASCO
|
24000
|
|
24000
|
0
|
0
|
64.
IGNACIO PEMAN DOMECQ
|
8000
|
|
8000
|
0
|
0
|
65.
IGNACIO SANCHIS ROBINA
|
0
|
0
|
0
|
0
|
|
66.
ISABEL VALLE MOYANO
|
0
|
0
|
0
|
0
|
|
67.
ISMAEL GAMEZ VELA
|
12000
|
|
12000
|
0
|
0
|
68.
JAVIER LASARTE ALVAREZ
|
0
|
0
|
0
|
0
|
|
69.
JAVIER LEON ALDAMA
|
0
|
0
|
0
|
0
|
|
70.
JAVIER MARTINEZ PEREZ
|
12000
|
|
12000
|
0
|
0
|
71.
JAVIER TORRALBO LEON
|
0
|
0
|
0
|
0
|
|
72.
JERONIMO PAEZ PEREZ
|
12000
|
|
12000
|
0
|
0
|
73.
JESUS JOSE DIAZ VILLARD
|
12000
|
|
12000
|
0
|
0
|
74.
JOSE ANTONIO MARTINEZ GOMEZ
|
12000
|
|
12000
|
0
|
0
|
75.
JOSE ANTONIO PAEZ PEREZ
|
12000
|
|
12000
|
0
|
0
|
76.
JOSE CARRETO MEJIAS
|
24406
|
|
24406
|
0
|
0
|
77.
JOSE EDUARDO NAVARRO MOLINA
|
6000
|
|
6000
|
0
|
0
|
78.
JOSE JAVIER ROMAN MARTIN
|
18000
|
|
18000
|
0
|
0
|
79.
JOSE JOAQUIN CASADO ROBLES
|
6000
|
|
6000
|
0
|
0
|
80.
JOSE LUIS GARCIA GONZALEZ
|
30000
|
|
30000
|
0
|
0
|
81.
JOSE LUIS GARCIA LOPEZ
|
12000
|
|
12000
|
0
|
0
|
82.
JOSE LUIS MENDOZA BARBA
|
6000
|
|
6000
|
0
|
0
|
83.
JOSE MANUEL PELAEZ IZQUIERDO
|
12000
|
|
12000
|
0
|
0
|
84.
JOSE MARIA CARMONA MANGA
|
12000
|
|
12000
|
0
|
0
|
85.
JOSE MARIA GARZON MERGELINA
|
0
|
0
|
0
|
0
|
|
86.
JOSE MARIA MARTINEZ JORDAN
|
0
|
0
|
0
|
0
|
|
87.
JOSE MARIA SUAREZ MAYA
|
6000
|
|
6000
|
0
|
0
|
88.
JOSE MORA RUIZ
|
0
|
0
|
0
|
0
|
|
89.
JOSE RAMON SANCHEZ DIAZ
|
20000
|
|
20000
|
0
|
0
|
90.
JOSE SANCHEZ MARCHENA
|
6000
|
|
6000
|
0
|
0
|
91.
JUAN ANTONIO MURUBE LEON
|
12000
|
|
12000
|
0
|
0
|
92.
JUAN JOSE MADINABEITIA LUQUE
|
18000
|
|
18000
|
0
|
0
|
93.
JUAN MANUEL AMADOR AGEA
|
12000
|
|
12000
|
0
|
0
|
94.
JUAN MANUEL CARMONA MANGA
|
12000
|
|
12000
|
0
|
0
|
95.
JUAN MIGUEL VARO MARTINEZ
|
6000
|
|
6000
|
0
|
0
|
96.
JULIA PENA GALEOTE
|
0
|
0
|
|||
97.
LEAL Y MARTIN ECONOMISTAS (VIII)
|
0
|
0
|
0
|
0
|
|
98.
LEONARDO PENA GALEOTE
|
12000
|
|
12000
|
0
|
0
|
99.
LUCIANA LUENGO PARDAL
|
55000
|
|
55000
|
0
|
0
|
100.
LUIS ALVAREZ ARIZA
|
16000
|
|
16000
|
0
|
0
|
101.
LUIS AMATE CANSINO
|
0
|
0
|
0
|
0
|
|
102.
LUIS CORTES MENDEZ
|
24000
|
|
24000
|
0
|
0
|
103.
LUIS NUNEZ MUNOZ
|
12000
|
|
12000
|
0
|
0
|
104.
MARIA ASCENCION FERNANDEZ MORGAZ
|
20000
|
|
20000
|
0
|
0
|
105.
MANUEL GARCIA BORBOLLA
|
10000
|
|
10000
|
0
|
0
|
106.
MANUEL ALAIZ BARRAGAN
|
12000
|
|
12000
|
0
|
0
|
107.
MANUEL ALEJANDRO RODRIGUEZ CAMPINS
|
0
|
0
|
0
|
0
|
|
108.
MANUEL ANGEL RODRIGUEZ THORICES FLORES
|
12000
|
|
12000
|
0
|
0
|
109.
MANUEL FERNANDEZ PIEDRA CORTES
|
12000
|
|
12000
|
0
|
0
|
110.
MANUEL GALLARDO DE LA ROSA
|
12000
|
|
12000
|
0
|
0
|
111.
MANUEL GALLARDO TERCERO
|
0
|
0
|
0
|
0
|
|
112.
MANUEL GONZALEZ RIVERO
|
0
|
0
|
0
|
0
|
|
113.
MANUEL JOSE SERRANO DOMINGUEZ
|
12000
|
|
12000
|
0
|
0
|
114.
MANUEL MARTIN NARANJO
|
50000
|
|
50000
|
0
|
0
|
115.
MANUEL RAMIREZ NIETO
|
12000
|
|
12000
|
0
|
0
|
116.
MARCO ANTONIO CEBOLLA ARTEAGA
|
12000
|
|
12000
|
0
|
0
|
117.
MARIA AMELIA LOPEZ MELERO
|
20000
|
|
20000
|
0
|
0
|
118.
MARIA ANGELES DE LA TORRE DIAZ
|
12000
|
|
12000
|
0
|
0
|
119.
MARIA DEL CAMINO GONZALEZ MARTINEZ
|
6000
|
|
6000
|
0
|
0
|
120.
MARIA DEL CARMEN SANCHEZ PEREZ
|
10000
|
|
10000
|
0
|
0
|
121.
MARIA ELITANIA PICON GARROTE
|
20000
|
|
20000
|
0
|
0
|
122.
MARIA JOSE MACIAS MAYA
|
20000
|
|
20000
|
0
|
0
|
123.
MARIA LUISA PEREZ SEGURA
|
0
|
0
|
0
|
0
|
|
124.
MARIA PAZ PEREZ REINA
|
6000
|
|
6000
|
0
|
0
|
125.
MARIA VICTORIA ARIZA LUQUE
|
12000
|
|
12000
|
0
|
0
|
126.
MARIANO LASARTE LOPEZ
|
0
|
0
|
0
|
0
|
|
127.
MARIANO MAURI ARGUDO
|
6000
|
|
6000
|
0
|
0
|
128.
MARVEL ECONOMISTAS,S.L. (IX)
|
30000
|
|
30000
|
0
|
0
|
129.
MATILDE PALACIOS CAMPOS
|
20000
|
|
20000
|
0
|
0
|
130.
MAURICIO WAMBA DE LOS SANTOS
|
12000
|
|
12000
|
0
|
0
|
131.
MENDOZA Y RIOS 25,S.L. (X)
|
20000
|
|
20000
|
0
|
0
|
132.
MERCEDES PRADA MELLADO
|
0
|
0
|
0
|
0
|
|
133.
MIGUEL ANGEL DEL REGUERO DEL VALLE
|
6000
|
|
6000
|
0
|
0
|
134.
MONTSERRAT TRININO QUERALT
|
6000
|
|
6000
|
0
|
0
|
135.
PABLO TRUJILLO HERNANDEZ
|
8000
|
|
8000
|
0
|
0
|
136.
PAULA GARZON MURILLO
|
24000
|
|
24000
|
0
|
0
|
137.
PEDRO ANGEL PANIAGUA DOMINGUEZ
|
12000
|
|
12000
|
0
|
0
|
138.
PEDRO LUIS ROMAN SEVILLANO
|
24000
|
|
24000
|
0
|
0
|
139.
PEDRO MAURI ARGUDO
|
0
|
0
|
0
|
0
|
|
140.
PILAR BECERRA RUBIO
|
0
|
0
|
0
|
0
|
|
141.
PILAR GARCIA ALVAREZ DE PEREA
|
0
|
0
|
0
|
0
|
|
142.
PILAR LEON GARCIA
|
0
|
0
|
0
|
0
|
|
143.
RAFAEL GONZALEZ BUENDIA
|
0
|
0
|
0
|
0
|
|
144.
RAFAEL LOPEZ DAMAS
|
180000
|
|
180000
|
0
|
0
|
145.
RAFAEL MARTINEZ AGUILAR
|
28000
|
|
28000
|
0
|
0
|
146.
RAFAEL UCEDA VILLAMOR
|
0
|
0
|
0
|
0
|
|
147.
REMEDIOS PEREZ ALVAREZ
|
12000
|
|
12000
|
0
|
0
|
148.
RICARDO FERNANDEZ DAVILA
|
12000
|
|
12000
|
0
|
0
|
149.
RICARDO GOMEZ RIVAS
|
6000
|
|
6000
|
0
|
0
|
150.
ROCIO CABELLO DE LOS COBOS
|
6000
|
|
6000
|
0
|
0
|
151.
ROCIO GARRIDO DIAZ
|
12000
|
|
12000
|
0
|
0
|
152.
ROCIO VILLALBA RODRIGUEZ
|
0
|
0
|
0
|
0
|
|
153.
RODOLFO LOZANO LOZANO
|
36000
|
|
36000
|
0
|
0
|
154.
ROSARIO BENITEZ ARTHOUS
|
10000
|
|
10000
|
0
|
0
|
155.
ROSARIO PAEZ PEREZ
|
12000
|
|
12000
|
0
|
0
|
156.
SONIA BELTRAN GARCIA
|
6000
|
|
6000
|
0
|
0
|
157.
SONIA JIMENEZ RUIZ
|
36000
|
|
36000
|
0
|
0
|
158.
TERESA FROIS LOPEZ
|
0
|
0
|
0
|
0
|
|
159.
TOMAS POLO SANCHEZ
|
6000
|
|
6000
|
0
|
0
|
160.
VICENTE RODRIGUEZ DE LA ROSA
|
0
|
0
|
0
|
0
|
233.
Cuadrada, Antonio
|
123,000
|
|
123,000
|
0
|
0
|
234.
De La Oliva, Macarena
|
25,088
|
|
25,088
|
0
|
0
|
235.
Del Reguero Del Valle, Miguel Angel
|
53,760
|
|
53,760
|
0
|
0
|
236.
Diaz Gavino, Maria Amparo
|
115,200
|
|
115,200
|
0
|
0
|
237.
Diez Perez, Javier
|
9,000
|
|
9,000
|
0
|
0
|
238.
Enriquez, Borja
|
25,600
|
|
25,600
|
0
|
0
|
239.
Evans, Anthony M.
|
10,000
|
|
10,000
|
0
|
0
|
240.
Falconwood Limited (XX)
|
190,000
|
|
190,000
|
0
|
0
|
241.
Fasciano, Giovanni
|
311,000
|
|
311,000
|
0
|
0
|
242.
Fernandez Del Moral, FCO Javier
|
7,500
|
|
7,500
|
0
|
0
|
243.
Francesco Bassi, Pier
|
26,000
|
|
26,000
|
0
|
0
|
244.
Gabrielli Pena, Alfredo
|
6,000
|
|
6,000
|
0
|
0
|
245.
Galba Anstalt (XXI)
|
100,000
|
|
100,000
|
0
|
0
|
246.
Gambassi, Carlo
|
80,000
|
|
80,000
|
0
|
0
|
247.
Garcia Alonso, Miguel Angel
|
88,750
|
|
88,750
|
0
|
0
|
248.
Garcia Gonzalez, Jose Luis
|
12,800
|
|
12,800
|
0
|
0
|
249.
Garcia Lopez, Jose Luis
|
7,680
|
|
7,680
|
0
|
0
|
250.
Garzon Mergellna, Luis
|
38,400
|
|
38,400
|
0
|
0
|
251.
Giannoni, Raffaele
|
155,000
|
|
155,000
|
0
|
0
|
252.
Gonzalez Andreo, Miquel
|
30,000
|
|
30,000
|
0
|
0
|
253.
Gonzalez Jimenez, Juan
|
15,000
|
|
15,000
|
0
|
0
|
254.
Gonzalez Rodriguez, Ricardo Benigno
|
15,360
|
|
15,360
|
0
|
0
|
255.
Grup of Value Inc. (XXII)
|
100,000
|
|
100,000
|
0
|
0
|
256.
Heritage Bank & Trust SA (XXIII)
|
200,000
|
|
200,000
|
0
|
0
|
257.
Herrero Torrecillas, Jose Antonio
|
31,000
|
|
31,000
|
0
|
0
|
258.
Hoffmann, Nicolas
|
30,000
|
|
30,000
|
0
|
0
|
259.
Iniciativas JMD (XXIV)
|
30,000
|
|
30,000
|
0
|
0
|
260.
Inversiones Nolpopocayan S.A. (XXV)
|
100,000
|
|
100,000
|
0
|
0
|
261.
Jimenez Ruiz, Sonia
|
19,200
|
|
19,200
|
0
|
0
|
262.
Lagares Valle, Antonio
|
12,800
|
|
12,800
|
0
|
0
|
263.
Lopez Damas, Rafael
|
30,720
|
|
30,720
|
0
|
0
|
264.
Luque Fernandez, Daniel
|
10,240
|
|
10,240
|
0
|
0
|
265.
Macias Maya, Fernando
|
256,000
|
|
256,000
|
0
|
0
|
266.
Maria Bruni, Alberto
|
50,000
|
|
50,000
|
0
|
0
|
267.
Marquez Burillo, Jesus E.
|
10,000
|
|
10,000
|
0
|
0
|
268.
Martin Velasco, Ignacio
|
19,200
|
|
19,200
|
0
|
0
|
269.
Martinez Sierra, Juana
|
81,250
|
|
81,250
|
0
|
0
|
270.
Maso Blasco, Carmen
|
37,500
|
|
37,500
|
0
|
0
|
271.
Meani, Deigo
|
13,000
|
|
13,000
|
0
|
0
|
272.
Medran Montero, Julian
|
101,000
|
|
101,000
|
0
|
0
|
273.
Meseguer Calero, Cristina
|
15,360
|
|
15,360
|
0
|
0
|
274.
Michavila Jover, Ruben
|
138,000
|
|
138,000
|
0
|
0
|
275.
Michavila Subirana, Evaristo
|
25,000
|
|
25,000
|
0
|
0
|
276.
Monsalve Villar, Eduardo
|
12,800
|
|
12,800
|
0
|
0
|
277.
Morciano Arizti, Jesus
|
12,800
|
|
12,800
|
0
|
0
|
278.
Moreno Horcajada, Ana Maria
|
7,500
|
|
7,500
|
0
|
0
|
279.
Mourant & Co. Trustees Limited as Trustee of A/C
1546994 (XXVI)
|
100,000
|
|
100,000
|
0
|
0
|
280.
Muriedas Benitez, Enrique
|
12,800
|
|
12,800
|
0
|
0
|
281.
Mutualidad de Prevision Social de la Policia
(XXVII)
|
200,000
|
|
200,000
|
0
|
0
|
282.
Novillo Barbero, Carmelo
|
12,300
|
|
12,300
|
0
|
0
|
283.
Ortega Ruiz, Oliva
|
0
|
0
|
0
|
0
|
|
284.
Pallares Clausell, Sergio
|
12,500
|
|
12,500
|
0
|
0
|
37,500
|
|
37,500
|
0
|
0
|
|
286.
Perez Almagro, Miguel
|
22,500
|
|
22,500
|
0
|
0
|
287.
Perez Solaz, Vicente
|
37,500
|
|
37,500
|
0
|
0
|
288.
Petronio, Elisabetta
|
140,000
|
|
140,000
|
0
|
0
|
289.
Poggiolino Inc. (XXVIII)
|
150,000
|
|
150,000
|
0
|
0
|
290.
Pure Power Corp. (XXIX)
|
199,000
|
|
199,000
|
0
|
0
|
291.
Quintas Quevedo, Dario
|
26,250
|
|
26,250
|
0
|
0
|
292.
Reguero Del Valle, Julia
|
42,240
|
|
42,240
|
0
|
0
|
293.
Rodriguez Torres, Ivan
|
15,360
|
|
15,360
|
0
|
0
|
294.
Rumeu, Pablo
|
0
|
0
|
0
|
0
|
|
295.
Samso Queralto, Eduardo
|
128,000
|
|
128,000
|
0
|
0
|
296.
Sanchez Piqueras, Albert
|
15,000
|
|
15,000
|
0
|
0
|
297.
Sanmames Torrecillas, Carlos
|
15,000
|
|
15,000
|
0
|
0
|
298.
Sanz Cueco, Pedro
|
25,000
|
|
25,000
|
0
|
0
|
299.
Sarabia Vives, Carlos
|
10,000
|
|
10,000
|
0
|
0
|
300.
SG Private Banking (Suisse) S.A.
|
287,730
|
287,730
|
0
|
0
|
|
301.
Soteras Calabuig, Santiago
|
37,500
|
|
37,500
|
0
|
0
|
302.
Sternbach, Otto
|
100,000
|
|
100,000
|
0
|
0
|
303.
Torralbo Leon, Javier
|
15,360
|
|
15,360
|
0
|
0
|
304.
Uceda Villamor, Rafael
|
5,120
|
|
5,120
|
0
|
0
|
305.
Unigrup S.A. (XXXI)
|
865,000
|
|
865,000
|
0
|
0
|
306.
Vives Arnabat, Josep
|
30,000
|
|
30,000
|
0
|
0
|
307.
Wallflower A.V.V. (XXXII)
|
100,000
|
|
100,000
|
0
|
0
|
308.
Alpine Capital (Cayman) Master Fund, LP
(XXXIII)
|
200,000
|
|
200,000
|
0
|
0
|
309.
Amogin S.L. (XXXIV)
|
10,000
|
|
10,000
|
0
|
0
|
3
10. Arduino, Pier Giorgio
|
150,000
|
|
150,000
|
0
|
0
|
311.
Arroyo Gonzalez, Ricardo
|
5,400
|
|
5,400
|
0
|
0
|
312.
Armengol, Nicole
|
30,000
|
|
30,000
|
0
|
0
|
313.
Basodi Inmobiliaria S.L. (XXXV)
|
75,000
|
|
75,000
|
0
|
0
|
314.
Blenton Management S.A. (XLIII)
|
500,000
|
|
500,000
|
0
|
0
|
315.
Borras Blanco, Teresa
|
11,250
|
|
11,250
|
0
|
0
|
316.
Cami Fernandez, Gabriel
|
12,000
|
|
12,000
|
0
|
0
|
317.
Cardona Santos, Joan
|
12,500
|
|
12,500
|
0
|
0
|
318.
Castaneda Fernandez, Inigo
|
5,400
|
|
5,400
|
0
|
0
|
319.
Castaneda Fernandez, Rodrigo
|
5,400
|
|
5,400
|
0
|
0
|
320.
Credit Agricole (Suisse) S.A. (XXXVI)
|
100,000
|
|
100,000
|
0
|
0
|
321.
Ferrero Malow, Marcos
|
25,000
|
|
25,000
|
0
|
0
|
322.
Gonzalez Andreo, Miquel
|
10,000
|
|
10,000
|
0
|
0
|
323.
Hibernia Holdings S.A. (XXXVII)
|
200,000
|
|
200,000
|
0
|
0
|
324.
Jimenez Gutierrez, Ana Dorlores
|
9,000
|
|
9,000
|
0
|
0
|
325.
Lara Guajardo, Luis
|
15,000
|
|
15,000
|
0
|
0
|
326.
Mateu Gonzalez, Albert
|
15,000
|
|
15,000
|
0
|
0
|
327.
Maya, Jordi
|
125,000
|
|
125,000
|
0
|
0
|
328.
Monge Diez, Aurora
|
18,000
|
|
18,000
|
0
|
0
|
329.
Mouriz Martinez, Aurelio Jose
|
25,000
|
|
25,000
|
0
|
0
|
330.
Obregon Limited (XXXVIII)
|
1,000,000
|
|
1,000,000
|
0
|
0
|
331.
Olive Bermejo, Ivan
|
16,000
|
|
16,000
|
0
|
0
|
332.
Palma Lopera, David
|
6,250
|
|
6,250
|
0
|
0
|
333.
Radio Blanca, S.A (XXXIX)
|
0
|
0
|
0
|
0
|
|
334.
Ramirez Vazquez, Victor
|
19,000
|
|
19,000
|
0
|
0
|
335.
Rodriguez Aguilera, Diego
|
37,500
|
|
37,500
|
0
|
0
|
336.
Ruiz Robles, Francisco
|
25,000
|
|
25,000
|
0
|
0
|
337.
Ruiz Sanchez, Miguel Angel
|
7,500
|
|
7,500
|
0
|
0
|
338.
Sanchez Blanco, Maria Asumpta
|
25,000
|
|
25,000
|
0
|
0
|
339.
Seneviratne, Asanga
|
0
|
0
|
0
|
0
|
|
340.
Sequoyah Index Limited (XL)
|
100,000
|
|
100,000
|
0
|
0
|
341.
Soriano Borras, Xavier
|
7,500
|
|
7,500
|
0
|
0
|
342.
Vallejo Montes, Ramon
|
400,000
|
|
400,000
|
0
|
0
|
343.
Weisshorn Ltd. (XLI)
|
100,000
|
|
100,000
|
0
|
0
|
(I)
|
Maria Carla Polidura in her capacity as the managing director of
Delott
Group Corp., has the voting and investment power over the shares
listed.
The selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(II)
|
Arie
Van Roon in his capacity as the managing director of Purepower Corp.,
has
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(III)
|
Luis
Alfono Mercader in his capacity as the managing administrator of
Unigrup
S.A. has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(IV)
|
Jose
Maria Olle Curiel in his capacity as the managing director of Wuxi
Corporation A.V.V. has the voting and investment power over the shares
listed. The selling stockholder has advised us that it is not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(V)
|
Jose
Maria Bosh in his capacity as the managing director of Comercial
Titoya
Rivers, has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(VI)
|
Jordi
Martret Redrado in his capacity as the managing director of Andbanc,
has
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(VII)
& (XLIII)
|
Jean
Louis Tsimaratos in his capacity as the managing director of Blenton
Management., has the voting and investment power over the shares
listed.
The selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(VIII)
|
Leal
Y Martin in his capacity as the manager of Leal Y Martin Economistas,
has
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(IX)
|
Pablo
Martin Velasco in his capacity as the managing director of Marvel
Economistas, S.L., has the voting and investment power over the shares
listed. The selling stockholder has advised us that it is not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(X)
|
Baldomero
Hidalgo Sanchez in his capacity as the managing member of Mendoza
Y Rios
25, S.L., has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XI)
|
Rafael
Mora Arellano I in his capacity as the managing member of Mulberry
Asesores S.L., has the voting and investment power over the shares
listed.
The selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XII)
|
Antonia
Lazaro, Juan Jose Ceballos, Juan Piza Mayol, Lucas Pou Nissert, Jose
Llambias, Francisca Salva, Botana Balear, Melchor ALorda, Berand
Foil Pol
and Bernard Foil Cardona, I i n his their capacity as the managing
director of shareholders of Gerlach & Co. in aggregate total the
beneficial ownership over the shares listed for Gerlach & Co. ,
and ha ve s the voting and investment power over the shares listed.
The selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XIII)
|
Michael
Perry I i n his capacity as the managing member of Re m nn ington
Ltd.,
has the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XIV)
& (XL)
|
David
Edward Preston, Mark Ellis Gill, Clive Kingbon Damsell, Anthony Cristian
Pickford and Angus Graham Bodman in their joint capacity as directors
Anson Ltd. and Cabot ltd. Anson Limited in its their capacity as
the two
directors capacity as the director of Sequoyah Index Ltd., ha ve
s the
voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XV)
|
Alan
Bristow I i n his capacity as the managing member director of ICON
Corporate Finance Limited, has the voting and investment power over
the
shares listed. The selling stockholder has advised us that it is
not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(XVI)
|
Miguel
Gonzalez Andreo in his capacity as the managing administrator of
Amogin
S.L., has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XVII)
|
Angel
Garcia Cordero in his capacity as the managing member of Cordero
De
Nevares SL which is the managing member of Anta Inversiones y
Asesoramiento S.A., has the voting and investment power over the
shares
listed. The selling stockholder has advised us that it is not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(XVIII)
|
Pedro
Mauri Argudo in his capacity as the administrator of Aserfisur S.L.,
has
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XIX)
|
Adela
Gallego Molinero in her capacity as the managing member of Cordero
de
Nevares S.L., has the voting and investment power over the shares
listed.
The selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XX)
|
Rodney
Whiston-Bew in his capacity as the director of Coria Limited, who
is the
sole director of Falconwood Limited, has the voting and investment
power
over the shares listed. The selling stockholder has advised us that
it is
not a broker-dealer or affiliate of a broker-dealer and that it believes
it is not required to be a broker-dealer.
|
(XXI)
|
Walter
Baumgartner and David Florey, co managing directors of Galba Anstalt,
have
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XXII)
|
Ian
Olaf Sipkes in his capacity as the managing director of Grup of Value
Inc., has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XXIII)
|
Alvaro
Vila and Dominique Aebi in their capacity as the co-managing directors
of
Heritage bank & Trust SA, have the voting and investment power over
the shares listed. The selling stockholder has advised us that it
is not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(XXIV)
|
Joan
Sanchez in his capacity as the general manager of Iniciativas JMD,
has the
voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XXV)
|
Juan
Enrique Junca in his capacity as the president of Inversiones Nolpopocayan
S.A., has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XXVI)
|
C.
S. Hornby and B. Kempster in their capacity as the administrators
of
Mourant & Co. Trustees Limited, have the voting and investment power
over the shares listed. The selling stockholder has advised us that
it is
not a broker-dealer or affiliate of a broker-dealer and that it believes
it is not required to be a broker-dealer.
|
(XXVII)
|
Jose
Sombrero Gomez in his capacity as the president of Mutualidad de
Prevision
Social de la Policia, has the voting and investment power over the
shares
listed. The selling stockholder has advised us that it is not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(XXVIII)
|
Nicolas
Hoffmann in his capacity as the managing director of Poggiolino Inc.,
has
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XXIX)
|
Arie
Van Roon in his capacity as the managing director of Purepower Corp.,
has
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XXX)
|
Jurg
Jaechi in his capacity as the managing director of SG Private Banking
(Suisse) S.A., has the voting and investment power over the shares
listed.
The selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XXXI)
|
Luis
Alfono Mercader in his capacity as the managing member of Unigrup
S.A. has
the voting and investment power over the shares listed. The selling
stockholder has advised us that it is not a broker-dealer or affiliate
of
a broker-dealer and that it believes it is not required to be a
broker-dealer.
|
(XXXII)
|
Michael
F. Dias in his capacity as the director of AWNA Co (Aruba) N.V. which
is
the managing director of Wallflower A.V.V., has the voting and investment
power over the shares listed. The selling stockholder has advised
us that
it is not a broker-dealer or affiliate of a broker-dealer and that
it
believes it is not required to be a broker-dealer.
|
(XXXIII)
|
Chet
Ranawah in his capacity as the president of Alpine Capital (Cayman)
Master
Fund, LP, has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XXXIV)
|
Miguel
Gonzalez Andreo in his capacity as the managing administrator of
Amogin
S.L., has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XXXV)
|
Jose
Luis Balbas Gonzalez in his capacity as the managing member of Basodi
Inmobiliaria S.L., has the voting and investment power over the shares
listed. The selling stockholder has advised us that it is not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(XXXVI)
|
Rey
J. P. and J. Chobillon in their capacity as the co-managing directors
of
Credit Agricole (Suisse) S.A., have the voting and investment power
over
the shares listed. The selling stockholder has advised us that it
is not a
broker-dealer or affiliate of a broker-dealer and that it believes
it is
not required to be a broker-dealer.
|
(XXXVII)
|
Enrique
Alfonson Bonora in his capacity as the managing member of Hibernia
Holdings S.A., has the voting and investment power over the shares
listed.
The selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XXXVIII)
|
Mr.
Pierre Briand in his capacity as the director of Gallatin Directors
Ltd,
which is the sole and managing director of Obregon Limited, has the
voting
and investment power over the shares listed. The selling stockholder
has
advised us that it is not a broker-dealer or affiliate of a broker-dealer
and that it believes it is not required to be a
broker-dealer.
|
Blah
Herrero Fernandez in his capacity as the managing member of Radio
Blanca,
S.A., has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
|
(XLI)
|
Jordi
Ignacio Ferrero i s the managing director of Weisshorn
Ltd., has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
(XLII)
|
Francisco
Hidalgo Alcalde in his capacity as the managing member of Agropecuaria
El
Alcaide, has the voting and investment power over the shares listed.
The
selling stockholder has advised us that it is not a broker-dealer
or
affiliate of a broker-dealer and that it believes it is not required
to be
a broker-dealer.
|
2006
Fiscal Year
|
High
Close
|
Low
Close
|
||||||
Third
Quarter, 2006
|
-
|
-
|
||||||
Fourth
Quarter, 2006
|
$ |
1.66
|
$ |
0.97
|
||||
|
||||||||
2007
Fiscal Year
|
||||||||
First
Quarter, 2007
|
$ |
1.65
|
$ |
1.32
|
||||
Second
Quarter, 2007
|
$ |
1.
54
|
$ |
1.15
|
||||
Third
Quarter, 2007
|
$ |
1.70
|
$ |
1.36
|
||||
Fourth
Quarter, 2007
|
$ |
1.65
|
$ |
1.18
|
||||
2008
Fiscal Year
|
||||||||
First
Quarter, 2008
|
$ |
1.50
|
$ |
0.78
|
||||
Second
Quarter, 2008
|
$ |
1.07
|
$ |
0.70
|
||||
Third
Quarter, 2008(1)
|
$ |
0.84
|
$ |
0.65
|
|
•
|
Efficiently
influencing the management of ongoing projects;
|
|
•
|
Identifying,
characterizing, and capturing appropriate gas and oil opportunities;
and
|
|
•
|
Efficiently
using its business assets to raise additional capital as
needed.
|
|
•
|
|
our
ability to attract and retain management;
|
|
|
|
|
|
•
|
|
our
growth strategies;
|
|
|
||
|
•
|
|
anticipated
trends in our business;
|
|
|
||
|
•
|
|
our
future results of operations;
|
|
|
||
|
•
|
|
our
ability to make or integrate acquisitions;
|
|
|
||
|
•
|
|
our
liquidity and ability to finance our exploration, acquisition and
development activities;
|
|
|
||
|
•
|
|
our
ability to successfully and economically explore for and develop
oil and
gas resources;
|
|
|
||
|
•
|
|
market
conditions in the oil and gas industry;
|
|
|
||
|
•
|
|
the
timing, cost and procedure for proposed acquisitions;
|
|
|
||
|
•
|
|
the
impact of government regulation;
|
|
|
||
|
•
|
|
estimates
regarding future net revenues from oil and natural gas reserves and
the
present value thereof;
|
|
|
||
|
•
|
|
planned
capital expenditures (including the amount and nature
thereof);
|
|
|
||
|
•
|
|
increases
in oil and gas production;
|
|
|
||
|
•
|
|
the
number of wells we anticipate drilling in the future;
|
|
|
||
|
•
|
|
estimates,
plans and projections relating to acquired properties;
|
|
|
||
|
•
|
|
the
number of potential drilling locations;
|
|
|
||
|
•
|
|
our
financial position, business strategy and other plans and objectives
for
future operations;
|
|
•
|
|
the
possibility that our acquisitions may involve unexpected
costs;
|
|
|
||
|
•
|
|
the
volatility in commodity prices for oil and gas;
|
|
|
||
|
•
|
|
the
accuracy of internally estimated proved reserves;
|
|
|
||
|
•
|
|
the
presence or recoverability of estimated oil and gas
reserves;
|
|
|
||
|
•
|
|
the
ability to replace oil and gas reserves;
|
|
|
||
|
•
|
|
the
availability and costs of drilling rigs and other oilfield
services;
|
|
|
||
|
•
|
|
environmental
risks;
|
|
|
||
|
•
|
|
exploration
and development risks;
|
|
|
||
|
•
|
|
Competition;
|
|
|
||
|
•
|
|
the
inability to realize expected value from acquisitions;
|
|
|
||
|
•
|
|
the
ability of our management team to execute its plans to meet its
goals;
|
|
|
||
|
•
|
|
general
economic conditions, whether internationally, nationally or in the
regional and local market areas in which we are doing business, that
may
be less favorable than expected; and
|
|
|
||
|
•
|
|
other
economic, competitive, governmental, legislative, regulatory, geopolitical
and technological factors that may negatively impact our businesses,
operations and pricing.
|
|
|
Three
Months Ended June 30,
|
|
|
Increase/
|
|
||||||
|
|
2007
|
|
|
2006
|
|
|
(Decrease)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Oil
sales
|
|
$
|
151,373
|
|
|
$
|
70,457
|
|
|
$
|
80,916
|
|
Production
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease
operating
|
|
|
22,279
|
|
|
|
21,236
|
|
|
|
1,043
|
|
Taxes
other than income
|
|
|
11,970
|
|
|
|
2,680
|
|
|
|
9,290
|
|
General
and administrative:
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
473,053
|
|
|
|
217,668
|
|
|
|
255,385
|
|
Stock-based
compensation
|
|
|
96,823
|
|
|
|
170,331
|
|
|
|
(73,508
|
)
|
Depletion
— Full cost
|
|
|
72,648
|
|
|
|
21,385
|
|
|
|
51,263
|
|
Depreciation
— Other
|
|
|
753
|
|
|
|
163
|
|
|
|
590
|
|
Impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Interest
expense (income) and other
|
|
|
(89,316
|
)
|
|
|
(43,605
|
)
|
|
|
(45,711
|
)
|
Income
tax benefit (provision)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
(loss) income
|
|
$
|
(436,837
|
)
|
|
$
|
(319,401
|
)
|
|
$
|
(117,436
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural
Gas — Mcf
|
|
|
8,800
|
|
|
|
-
|
|
|
|
8,800
|
|
Crude
Oil — Mbbl
|
|
|
1,354
|
|
|
|
1.123
|
|
|
|
0.231
|
|
Equivalent
— Mboe
|
|
|
2.821
|
|
|
|
1.123
|
|
|
|
1.698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
price per unit :
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas
price per Mcf
|
|
$
|
7.27
|
|
|
$
|
-
|
|
|
$
|
7.27
|
|
Oil
price per Bbl
|
|
$
|
64.55
|
|
|
$
|
62.74
|
|
|
$
|
1.81
|
|
Equivalent
per Boe
|
|
$
|
53.66
|
|
|
$
|
62.74
|
|
|
$
|
(9.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
cost per Boe:
|
|
|
|
|
|
|
|
|
|
|
|
|
Production
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease
operating
|
|
$
|
7.90
|
|
|
$
|
18.91
|
|
|
$
|
(11.01
|
)
|
Taxes
other than income
|
|
$
|
4.24
|
|
|
$
|
2.39
|
|
|
$
|
1.85
|
|
General
and administrative expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
$
|
167.69
|
|
|
$
|
193.83
|
|
|
$
|
(26.14
|
)
|
Stock-based
compensation
|
|
$
|
34.32
|
|
|
$
|
151.67
|
|
|
$
|
(117.35
|
)
|
Depletion
expense
|
|
$
|
25.75
|
|
|
$
|
19.04
|
|
|
$
|
6.71
|
|
|
|
Three
Months Ended June 30,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
Cash
flows (used in) provided by operating activities
|
|
$
|
(240,299
|
)
|
|
$
|
(408,765
|
)
|
Cash
flows used in investing activities
|
|
|
(1,316,932
|
)
|
|
|
(170,155
|
)
|
Cash
flows provided by (used in) financing activities
|
|
|
9,333
|
|
|
|
(51,797
|
)
|
Effect
of exchange rate changes
|
|
|
(3,934
|
)
|
|
|
8,539
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
$
|
(1,551,832
|
)
|
|
$
|
(622,178
|
)
|
|
Years
Ended March 31,
|
Increase
|
||||||||||
|
2007
|
2006
|
(Decrease)
|
|||||||||
|
|
|
|
|||||||||
Oil
and gas sales
|
$ |
457,046
|
$ |
191,114
|
$ |
265,932
|
||||||
Production
expenses:
|
||||||||||||
Lease
operating
|
80,186
|
33,859
|
46,327
|
|||||||||
Taxes
other than income
|
34,549
|
8,094
|
26,455
|
|||||||||
General
and administrative:
|
||||||||||||
General
and administrative
|
1,848,142
|
702,278
|
1,145,864
|
|||||||||
Stock-based
compensation
|
875,092
|
1,043,823
|
(168,731 | ) | ||||||||
Depletion
— Full cost
|
188,351
|
65,311
|
123,040
|
|||||||||
Depreciation
— Other
|
1,028
|
6,260
|
(5,232 | ) | ||||||||
Impairment
|
-
|
10,000
|
(10,000 | ) | ||||||||
Interest
expense (income) and other
|
(344,646 | ) |
12,295
|
(356,941 | ) | |||||||
Income
tax benefit (provision)
|
-
|
-
|
-
|
|||||||||
Net
(loss)
|
$ | (2,225,656 | ) | $ | (1,690,806 | ) | $ | (534,850 | ) | |||
|
||||||||||||
Production:
|
||||||||||||
Natural
Gas — Mcf
|
8.490
|
-
|
8.490
|
|||||||||
Crude
Oil — Mbbl
|
6.660
|
3.420
|
3.240
|
|||||||||
Equivalent
— Mboe
|
8.075
|
3.420
|
4.655
|
|||||||||
|
||||||||||||
Average
price per unit:
|
||||||||||||
Gas
price per Mcf
|
$ |
6.61
|
$ |
-
|
$ |
6.61
|
Oil
price per Bbl
|
$ |
60.20
|
$ |
55.89
|
$ |
4.31
|
||||||
Equivalent
per Boe
|
$ |
56.60
|
$ |
55.89
|
$ |
0.71
|
||||||
|
||||||||||||
|
||||||||||||
Average
cost per Boe:
|
||||||||||||
Production
expenses:
|
||||||||||||
Lease
operating
|
$ |
9.93
|
$ |
9.90
|
$ |
0.03
|
||||||
Taxes
other than income
|
$ |
4.28
|
$ |
2.37
|
$ |
1.91
|
||||||
General
and administrative expense:
|
||||||||||||
General
and administrative
|
$ |
228.87
|
$ |
205.34
|
$ |
23.53
|
||||||
Stock-based
compensation
|
$ |
108.37
|
$ |
305.21
|
$ | (196.84 | ) | |||||
Depletion
expense
|
$ |
23.32
|
$ |
19.10
|
$ |
4.22
|
|
Years
Ended March 31,
|
Increase
|
||||||||||
|
2006
|
2005
|
(Decrease)
|
|||||||||
|
|
|
|
|||||||||
Oil
and gas sales
|
$ |
191,114
|
$ |
88,176
|
$ |
102,938
|
||||||
Production
expenses:
|
||||||||||||
Lease
operating
|
33,859
|
19,897
|
13,962
|
|||||||||
Taxes
other than income
|
8,094
|
3,687
|
4,407
|
|||||||||
General
and administrative:
|
||||||||||||
General
and administrative
|
702,278
|
442,645
|
259,633
|
|||||||||
Stock-based
compensation
|
1,043,823
|
-
|
1,043,823
|
|||||||||
Depletion
— Full cost
|
65,311
|
36,155
|
29,156
|
|||||||||
Depreciation
— Other
|
6,260
|
2,140
|
4,120
|
|||||||||
Impairment
|
10,000
|
10,000
|
||||||||||
Interest
expense (income) and other
|
12,295
|
5,679
|
6,616
|
|||||||||
Income
tax benefit (provision)
|
-
|
-
|
-
|
|||||||||
Net
(loss)
|
$ | (1,690,806 | ) | $ | (422,027 | ) | $ | (1,268,779 | ) | |||
|
||||||||||||
Production:
|
||||||||||||
Natural
Gas — Mcf
|
-
|
-
|
-
|
|||||||||
Crude
Oil — Mbbl
|
3.42
|
2.07
|
1.35
|
|||||||||
Equivalent
— Mboe
|
3.42
|
2.07
|
1.35
|
|||||||||
|
Average
price per unit:
|
||||||||||||
Gas
price per Mcf
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||
Oil
price per Bbl
|
$ |
55.89
|
$ |
42.64
|
$ |
13.25
|
||||||
Equivalent
per Boe
|
$ |
55.89
|
$ |
42.64
|
$ |
13.25
|
||||||
|
||||||||||||
|
||||||||||||
Average
cost per Boe:
|
||||||||||||
Production
expenses:
|
||||||||||||
Lease
operating
|
$ |
9.90
|
$ |
9.61
|
$ |
0.29
|
||||||
Taxes
other than income
|
$ |
2.37
|
$ |
1.78
|
$ |
0.59
|
||||||
General
and administrative expense:
|
||||||||||||
General
and administrative
|
$ |
205.34
|
$ |
213.84
|
$ | (8.50 | ) | |||||
Stock-based
compensation
|
$ |
305.21
|
$ |
-
|
$ |
305.21
|
||||||
Depletion
expense
|
$ |
19.10
|
$ |
17.47
|
$ |
1.63
|
|
Year
Ended March 31,
|
|||||||||||
|
2007
|
2006
|
2005
|
|||||||||
|
|
|
|
|||||||||
Cash
flows used (in) operating activities
|
$ | (1,041,751 | ) | $ | (190,961 | ) | $ | (337,040 | ) | |||
Cash
flows used (in) investing activities
|
(4,098,743 | ) | (649,358 | ) | (66,140 | ) | ||||||
Cash
flows provided by financing activities
|
9,740,729
|
6,351,191
|
161,805
|
|||||||||
Effect
of exchange rate changes
|
4,884
|
16,461
|
(5,984 | ) | ||||||||
|
||||||||||||
|
||||||||||||
Net
increase (decrease) in cash and cash equivalents
|
$ |
4,605,119
|
$ |
5,527,333
|
$ | (247,359 | ) |
In
Mboe:
|
Kansas
|
Louisiana
|
South
Texas
|
Total
|
||||||||||||
|
||||||||||||||||
Proved
Reserves at Year End
|
||||||||||||||||
Developed
|
14.4790
|
8.110
|
90.609
|
113.198
|
||||||||||||
Undeveloped
|
1.380
|
-
|
-
|
1.380
|
||||||||||||
|
||||||||||||||||
Total
|
15.859
|
8.110
|
90.609
|
114.578
|
||||||||||||
|
|
||||||||||||||||
Gross
Wells
(1)
|
21.0000
|
1.0000
|
4.0000
|
26.0000
|
||||||||||||
Net
Wells
(1)
|
1.0150
|
0.1250
|
1.0700
|
2.2100
|
(1)
|
The
term net as used throughout this document refers to amounts that
include
only acreage or production that is owned by the Company and produced
to
its interest, less royalties and production due to others. Gross
Wells
represents the Operators working interest and Net Wells represents
our
working interest share of each
well.
|
|
Payments
Due by Period
|
|||||||||||||||||||
|
|
Less
than
|
|
|
More
than
|
|||||||||||||||
Contractual
Obligations
|
Total
|
one
year
|
1-3
years
|
3-5
years
|
5
years
|
|||||||||||||||
Operating
leases
(1)
|
$ |
19,800
|
$ |
19,800
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||||||
|
||||||||||||||||||||
Total
contractual obligations
|
$ |
19,800
|
$ |
19,800
|
$ |
-
|
$ |
-
|
$ |
-
|
(1)
|
The
Company holds an
arrangement to rent its main office in Houston with rentals due on
a
month-to-month basis of $4,500 and an apartment in Houston (for use
by UK
Executives) for nine months of $1,700 per month (from April
2007).
|
|
1.
|
Requires
an entity to recognize a servicing asset or servicing liability each
time
it undertakes an obligation to service a financial asset by entering
into
a servicing contract in any of the following
situations:
|
|
a.
|
A
transfer of the servicer’s financial assets that meets the requirements
for sale accounting
|
|
b.
|
A
transfer of the servicer’s financial assets to a qualifying
special-purpose entity in a guaranteed mortgage securitization in
which
the transferor retains all of the resulting securities and classifies
them
as either available-for-sale securities or trading securities in
accordance with FASB Statement No. 115,
Accounting for Certain
Investments in Debt and Equity
Securities
|
|
c.
|
An
acquisition or assumption of an obligation to service a financial
asset
that does not relate to financial assets of the servicer or its
consolidated affiliates.
|
|
2.
|
Requires
all separately recognized servicing assets and servicing liabilities
to be
initially measured at fair value, if
practicable.
|
|
3.
|
Permits
an entity to choose either of the following subsequent measurement
methods
for each class of separately recognized servicing assets and servicing
liabilities:
|
|
a.
|
Amortization
method
—Amortize servicing assets or servicing liabilities in
proportion to and over the period of estimated net servicing income
or net
servicing loss and assess servicing assets or servicing liabilities
for
impairment or increased obligation based on fair value at each reporting
date.
|
|
b.
|
Fair
value measurement method
—Measure servicing assets or servicing
liabilities at fair value at each reporting date and report changes
in
fair value in earnings in the period in which the changes
occur.
|
|
4.
|
At
its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights, without calling into question the treatment
of other available-for-sale securities under Statement 115, provided
that
the available-for-sale securities are identified in some manner as
offsetting the entity’s exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently
measure at fair value.
|
|
5.
|
Requires
separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial
position
and additional disclosures for all separately recognized servicing
assets
and servicing liabilities.
|
|
|
|
|
South
|
|
||||||||||||
In
Mboe:
|
|
Kansas
|
Louisiana
|
Texas
|
Total
|
||||||||||||
Proved
Reserves at Year End
|
|
|
|
|
|
||||||||||||
Developed
|
14.479
|
8.110
|
90.609
|
113.198
|
|||||||||||||
Undeveloped
|
1.380
|
-
|
-
|
1.380
|
|||||||||||||
|
|||||||||||||||||
Total
|
15.859
|
8.110
|
90.609
|
114.578
|
|||||||||||||
|
|||||||||||||||||
|
|||||||||||||||||
Gross
Wells
(1)
|
21.0000
|
1.0000
|
4.0000
|
26.0000
|
|||||||||||||
Net
Wells
(1)
|
1.015
|
0.1250
|
1.070
|
2.210
|
(1)
|
The
term net as used throughout this document refers to amounts that
include
only acreage or production that is owned by the Company and produced
to
its interest, less royalties and production due to others. Gross
Wells
represents the Operators working interest and Net Wells represents
our
working interest share of each well included in the reserve
report.
|
|
Developed
Acreage
(1)
|
Undeveloped
Acreage
(1)
|
Total
Acreage
(1)
|
|||||||||||||||||||||
State
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
||||||||||||||||||
Kansas
|
4,533.00
|
181.97
|
6,035.00
|
184.58
|
11,088.00
|
366.55
|
||||||||||||||||||
Louisiana
|
132.00
|
12.35
|
-
|
-
|
132.00
|
12.35
|
||||||||||||||||||
Texas
|
761.00
|
102.01
|
4,561.00
|
604.99
|
5322.00
|
707.00
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total
Acreage
|
5,426.00
|
296.33
|
10,596.00
|
789.57
|
16,542.00
|
1,085.90
|
(1)
|
|
The
term Gross Acres represents the Operators interest in acreage and
Net
Acreage represents acreage to our interest, less royalties and production
due to others for each well.
|
|
2007
|
2008
|
2009
|
Thereafter
|
||||||||||||||||||||||||||||||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
||||||||||||||||||||||||||||
Undeveloped
Acreage
|
|
4,322.00
|
255.32 |
|
4,152.00
|
357.41 |
|
2,015.00
|
169.05 |
|
107.00
|
7.79 |
|
March
31,
|
|||||||||||
|
2007
|
2006
|
2005
|
|||||||||
Capitalized
costs:
|
|
|
|
|||||||||
Proved
and evaluated properties
|
$ |
3,254,211
|
$ |
722,056
|
$ |
334,080
|
||||||
Unproved
and unevaluated properties
|
1,927,776
|
356,729
|
76,529
|
|||||||||
|
||||||||||||
|
5,181,987
|
1,078,785
|
410,609
|
|||||||||
|
||||||||||||
Less
accumulated depreciation and depletion
|
(315,937 | ) | (127,586 | ) | (62,275 | ) | ||||||
|
||||||||||||
|
$ |
4,866,050
|
$ |
951,199
|
$ |
348,334
|
|
Years
Ended March 31,
|
|||||||||||
|
2007
|
2006
|
2005
|
|||||||||
Gas
production (Mcf)
|
8.490
|
-
|
-
|
|||||||||
Oil
production (MBbl)
|
6.660
|
3.42
|
2.07
|
|||||||||
Equivalent
production (Mboe)
|
8.075
|
3.42
|
2.07
|
|||||||||
|
||||||||||||
Average
price per unit:
|
||||||||||||
Gas
(per Mcf)
|
$ |
6.61
|
$ |
-
|
$ |
-
|
||||||
Oil
(per Bbl)
|
$ |
60.20
|
$ |
55.89
|
$ |
42.64
|
||||||
Equivalent
(per boe)
|
$ |
56.60
|
$ |
55.89
|
$ |
42.64
|
|
Years
Ended March
31,
|
|||||||||||||||||||||||
|
2007
|
2006
|
2005
|
|||||||||||||||||||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
||||||||||||||||||
Gross
Exploratory Wells:
|
|
|
|
|
|
|
||||||||||||||||||
Productive
(1)
|
5.00
|
0.2150
|
6.00
|
0.3750
|
5.00
|
0.2500
|
||||||||||||||||||
Dry
|
4.00
|
0.6825
|
1.00
|
0.0500
|
-
|
-
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total
Exploratory
|
9.00
|
0.8975
|
7.00
|
0.4250
|
5.00
|
0.2500
|
||||||||||||||||||
|
||||||||||||||||||||||||
Gross
Development Wells:
|
||||||||||||||||||||||||
Productive
(1)
|
1.00
|
0.195
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Dry
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total
Development
|
1.00
|
0.195
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total
Gross Wells:
|
||||||||||||||||||||||||
Productive
(1)
|
6.00
|
0.323
|
19.00
|
0.75
|
11.00
|
0.55
|
||||||||||||||||||
Dry
|
4.00
|
0.518
|
1.00
|
-
|
-
|
-
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total
|
10.00
|
0.841
|
11.00
|
0.55
|
8.00
|
.40
|
|
|
|
(1)
|
|
Although
a well may be classified as productive upon completion, future production
may deem the well to be uneconomical, particularly exploratory wells
where
there is no production history. The terms used throughout this document
are: Gross Wells represents the Operators working interest and Net
Wells
represents our working interest share of each
well.
|
Name
|
Age
|
Position
|
Director
Since
|
Lyndon
West (1)
|
47
|
Director
and Chief Executive Officer
|
January
2006
|
Andrew
Boetius (1)
|
43
|
Director
and Chief Financial Officer (acting Principal Accounting
Officer)
|
January
2006
|
Daniel
Murphy (1)
|
64
|
Chairman
and Secretary
|
January
2006
|
Michael
Scrutton (1)
|
61
|
Director
|
January
2006
|
David
Jenkins (1)
|
57
|
Director
|
January
2006
|
Name
and Relationship
|
Number
of
late reports
|
Transactions
not timely reported
|
Known
failures to file a required form
|
Lyndon
West
|
0
|
0
|
0
|
Andrew
Boetius
|
0
|
0
|
0
|
Daniel
Murphy
|
0
|
0
|
0
|
Michael
Scrutton
|
0
|
0
|
0
|
David
Jenkins
|
0
|
0
|
0
|
Name
& Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
(5)
|
Stock
Awards($)
(5)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($) (1)
|
Total
($)
|
Lyndon
West
CEO
and Director (2)
|
2007
2006
|
118,501
(5)
90,909
|
73,553
---
|
--
|
--
(6)
741,292
|
--
|
--
|
--
12,526 (10)
|
192,054
|
Andrew
Boetius
CFO
and
Director(3)
|
2007
2006
|
114,415
(5)
90,909
|
68,649
|
--
|
--
(6)
741,292
|
--
|
--
|
--
12,526 (11)
|
189,064
|
John
Williams
Executive
Vice President Exploration and Production and
Director
(4)
|
2007
2006
|
125,000
(5)
|
56,250
(8)
|
60,000
(7)
|
135,767
(7)
|
--
|
--
|
8,952
(9)
|
385,969
|
|
|
|
|
|
|
|
|
|
|
Daniel
Murphy
Chairman
|
2007
2006
|
114,415
(5)
|
68,649
|
--
|
--
(6)
|
--
|
--
|
--
|
189,064
|
|
|
Option
Awards
|
|
Stock
Awards
|
|
||||||||||||||
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Equity Incentive
Plan Awards:
Market or Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
|
|
Lyndon
West
|
|
1,111,938
|
|
370,916
|
|
--
|
|
0.35
|
|
1/20/11
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
Boetius
|
|
1,111,938
|
|
370,916
|
|
--
|
|
0.35
|
|
1/20/11
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel
Murphy
|
|
833,153
|
|
277,717
|
|
--
|
|
0.35
|
|
1/20/11
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Williams
|
|
250,000
|
|
250,000
|
|
--
|
|
1.42
|
|
3/20/12
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
25,000
|
|
37,500
(1)
|
|
--
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Jenkins
|
|
226,032
|
|
75,344
|
|
--
|
|
0.35
|
|
1/20/11
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Scrutton
|
|
150,083
|
|
75,344
|
|
--
|
|
0.35
|
|
1/20/11
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
(1)
|
Represents
the dollar value of portions of Mr. Williams’ bonus received for the
fiscal year ended March 31, 2007, which in its entirety converted
into
37,500 shares, at a price of $1.50 per share, which have not vested
to
date. Per the terms of Mr. Williams’ employment contract, 37,500 shares
vest in three equal installments, of which 12,500 shares vested on
March
31, 2007, and the remainder shall vest on the successive two year
anniversaries of the date of the grant, subject to Mr. Williams’
continuous employment with the Company. Market value of the underlying
securities is based on the closing price, $1.50, of the Company’s common
stock on March 30, 2007, the last trading day of 2007 fiscal
year.
|
Name
(a)
|
|
Fees Earned
or Paid in
Cash
($)
(b)
|
|
Stock
Awards
($)
(c)
|
|
Option
Awards
($)
(d)(1)
|
|
Non-Equity Incentive
Plan Compensation
($)
(e)
|
|
Change in Pension Value and
Nonqualified Deferred
Compensation Earnings
(f)
|
|
All Other
Compensation
($)
(g)
|
|
Total
($)
(h)
|
|
Lyndon
West
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Andrew
Boetius
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Daniel
Murphy
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
John
Williams
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
David
Jenkins
|
|
30,450
(1)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30,450
|
|
Michael
Scrutton
|
|
34,128
(1)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
34,128
|
|
(1)
|
From
April 1, 2006 to October 30, 2007, Mr. Jenkins and Mr. Scrutton received
compensation based on the pro rata portion of their annual salaries
of
$25,200 and $28,244, respectively. Effective as of November 1, 2006,
their
annual salaries were increased to $37,800 and $42,366, respectively.
The
amounts stated represent their aggregate annual compensation paid
based on
pro rata of the applicable annual
salaries.
|
|
·
|
Mr.
West and Mr. Boetius. The agreements initially provided for Mr. West
and
Mr. Boetius to receive each an annual salary of $90,909 per year.
Effective as of April 1, 2007, Mr. West’s salary was increased to $167,700
and Mr. Boetius’ salary was increased to $156,520. Mr. West’s and Mr.
Boetius’ employment agreements provide for continuous employment without a
set date of termination. Index Ltd. may terminate Mr. West’s or Mr.
Boetius’ employment when Mr. West or Mr. Boetius respectively reach such
age as Index’s Board of Directors determines as the appropriate retirement
age for the senior employees of company. Mr. West and Mr. Boetius
may
terminate their employment with the company upon not less than 3
months
notice. Additionally, Index may terminate Mr. West’s and/or Mr. Boetius’
employment agreement upon not less than 6 months notice. Pursuant
to
Termination of Control protection, upon termination of Mr. West’s or Mr.
Boetius’ employment due to a change of control of Index, Mr. West and/or
Mr. Boetius are entitled to severance pay. The severance pay is equal
to
four times the amount of Mr. West’s or Mr. Boetius’ compensation package,
respectively, as defined in the
agreements;
|
|
·
|
A
full time Employment Agreement with Mr. Murphy. The agreement initially
provided for Mr. Murphy to receive an annual salary of $75,000 per
year,
which effective as of April 1, 2007, was increased to $156,520. Mr.
Murphy’s is employed continuously by Index Ltd. without a set date of
termination; however, his employment is terminated immediately upon
his
death or permanent disability. Index Ltd. may also terminate Mr.
Murphy’s
employment upon six months notice. Mr. Murphy may terminate his employment
upon 3 months notice to Index Ltd. Pursuant to his employment agreement
Index Ltd. provides Mr. Murphy with Directors Liability Insurance
and
contributes to his Private pension plan. Furthermore, the employment
agreement provides for a Termination of Control Protection which
entitles
Mr. Murphy to receive an amount equivalent to 4 times of annual
compensation amount; and
|
|
·
|
A
non executive director Service Agreement with Mr. Scrutton and Mr.
Jenkins, whose non-executive director Service Agreement was subsequently
assigned to Index Oil by Index Ltd. The Agreements initially provided
for
Mr. Jenkins to receive a salary of $1,050 per month which effective
as of
November 2006 was increased to $1,575 per month, and Mr. Scrutton
to
receive a salary of $1,091 per month, which effective as of November
2006
was increased to $1,765 per month. Mr. Jenkins’ and Mr. Scrutton’s
employment is terminated immediately upon their death or permanent
disability. Mr. Jenkins’ or Mr. Scrutton’s employment may also be
terminated by Index Oil or Index Ltd., as applicable, upon three
months
written notice. Mr. Jenkins and Mr. Scrutton may terminate their
employment upon 3 months written notice to the applicable entity.
Pursuant
to their employment agreements, as an alternative to serving notice,
Index
Oil or Index Ltd., as applicable, may, in its absolute discretion,
terminate their employment without prior notice and make a payment
in
compensation for loss of employment equal to the salaries which they
would
otherwise have received during their notice period. Furthermore,
the
employment agreements provide for a Termination of Control Protection
which entitles Mr. Jenkins and Mr. Scrutton to achieve vesting of
their
unvested stock options up to the date of
termination.
|
|
|
Individual Grants
|
||||||||||
Name
|
|
Number of Total Securities Underlying Options
|
|
% of Total Options Granted to Employees in Fiscal
Year
|
|
Exercise Price per Share
|
|
Expiration
Date
|
||||
John
G. Williams
|
|
|
500,000
|
|
|
100
|
%
|
$
|
1.42
|
|
|
3/20/2012
|
Lyndon
West
|
1,482,584
options
|
Andrew
Boetius
|
1,482,584
options
|
Daniel
Murphy
|
1,110,871
options
|
John
Williams
|
500,000
options
|
David
Jenkins
|
200,112
options
|
Michael
Scrutton
|
301,375
options
|
|
·
|
all
directors and nominees, naming them,
|
|
·
|
our
named executive officers,
|
|
·
|
our
directors and executive officers as a group, without naming them,
and
|
|
·
|
persons
or groups known by us to own beneficially 5% or more of our Common
Stock
or our Preferred Stock having voting
rights:
|
Plan
category
|
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
|
Weighted
average exercise price of outstanding options, warrants and
rights
|
|
Number
of securities remaining available for future issuance under equity
compensation plans
(excluding
securities reflected in column (a)
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
|
|
|
|
Equity
compensation plans approved
by
security holders
|
|
5,077,526
|
|
$0.46
|
|
147,474
|
|
|
|
|
|
|
|
Equity
compensation plans not
approved
by security holders
|
|
-0-
|
|
$
-0-
|
|
-0-
|
|
|
|
|
|
|
|
Total
|
|
5,077,526
|
|
$0.46
|
|
147,474
|
|
|
|
|
|
|
|
Number
of Shares
|
Weighted
Average Exercise Price Per Share
|
|||||||
Outstanding
and Exercisable March 31, 2005
(48,535
of Index Ltd.)
|
138,655
|
$ |
0.07
|
|||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
and Exercisable at September 30, 2005
|
138,655
|
$ |
0.07
|
|||||
Outstanding
and Exercisable March 31, 2006
(382,548
of Index Ltd.)
|
1,092,676
|
$ |
0.13
|
|||||
Granted
|
-
|
-
|
||||||
Exchanged
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
and Exercisable at September 30, 2007
|
901,421
|
$ |
0.13
|
|||||
Warrants
Outstanding
|
|
|
Warrants
Exercisable
|
|
||||||||||||||||||
Exercise
Prices
|
|
|
Number
Outstanding
|
|
|
Weighted
Average Remaining Contractual Life (Years)
|
|
|
Weighted
Average Exercise Price
|
|
|
Number
Exercisable
|
|
|
Weighted
Average Exercise Price
|
|
||||||
$
|
0.07
|
|
|
|
138,655
|
|
|
|
3.00
|
|
|
$
|
0.07
|
|
|
|
138,655
|
|
|
$
|
0.07
|
|
$
|
0.14
|
|
|
|
143,037
|
|
|
|
3.00
|
|
|
$
|
0.14
|
|
|
|
143,037
|
|
|
$
|
0.14
|
|
$
|
0.14
|
|
|
|
253,961
|
|
|
|
3.00
|
|
|
$
|
0.14
|
|
|
|
253,961
|
|
|
$
|
0.14
|
|
$
|
0.14
|
|
|
|
339,033
|
|
|
|
3.00
|
|
|
$
|
0.14
|
|
|
|
339,033
|
|
|
$
|
0.14
|
|
$
|
0.14
|
|
|
|
26,735
|
|
|
|
3.00
|
|
|
$
|
0.14
|
|
|
|
26,735
|
|
|
$
|
0.14
|
|
|
|
|
|
|
901,421
|
|
|
|
3.00
|
|
|
$
|
0.13
|
|
|
|
901,421
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
Page
|
|
||
Condensed
Consolidated financial statements (unaudited)
|
|
|
|
|
|
Condensed
Consolidated balance sheets at June 30, 2007 and June 30,
2006
|
|
|
F-2
|
|
|
Condensed
Consolidated statements of losses for the three and six months ended
June
30, 2007 and 2006
|
|
|
F-3
|
|
|
Condensed
Consolidated statement of cash flows for the six months ended June
30,
2007 and 2006
|
|
|
F-4
|
|
|
Notes
to Condensed Consolidated Financial Statements
|
|
|
F-5
- F-18
|
|
|
|
|
Page
|
|
||
Reports
of Independent Registered Certified Public Accounting Firm
|
|
|
F-19
|
|
|
Consolidated
Balance Sheets at March 31, 2007 and 2006
|
|
|
F-20
|
|
|
Consolidated
Statements of Losses for the Years Ended March 31, 2007 and
2006
|
|
|
F-21
|
|
|
Consolidated
Statements of Changes in Stockholders’ Equity for the Years Ended
March 31, 2007 and 2006
|
|
|
F-22
|
|
|
Consolidated
Statements of Cash Flows for the Years Ended March 31, 2007 and
2006
|
|
|
F-23
|
|
|
Notes
to the Consolidated Financial Statements
|
|
|
F-23
- F-46
|
|
|
Supplemental
Oil and Gas Information (Unaudited)
|
|
|
F-47
|
|
June
30,2007
(unaudited)
|
March
31, 2007
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents (Note 2)
|
$
|
8,589,293
|
$
|
10,141,125
|
||||
Trade
receivables (Note 2)
|
100,652
|
80,342
|
||||||
Other
receivables
|
10,202
|
6,688
|
||||||
Other
current assets
|
48,290
|
72,936
|
||||||
Total
Current Assets
|
8,748,437
|
10,301,091
|
||||||
|
|
|
|
|
|
|
|
|
Oil
& Gas Properties, full cost, net of accumulated depletion (Notes 2,
3,
6, 12 and 13)
|
6,110,334
|
4,866,050
|
||||||
Property
and Equipment, net of accumulated depreciation (Notes 2 and
3)
|
11,740
|
12,493
|
||||||
Total
Oil & Properties and Property and Equipment
|
6,122,074
|
4,878,543
|
||||||
|
|
|
|
|
|
|
|
|
Total
Assets
|
$
|
14,870,511
|
$
|
15,179,634
|
||||
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$
|
840,129
|
$
|
814,449
|
||||
Bank
loan (Notes 5 and 11)
|
-
|
-
|
||||||
Other
current liability (Note 11)
|
-
|
-
|
||||||
Total
Current Liabilities
|
840,129
|
814,449
|
||||||
|
|
|
|
|
|
|
|
|
Long-Term
Liabilities:
|
||||||||
Asset
Retirement Obligation (Notes 2 and 6)
|
41,552
|
41,552
|
||||||
Total
Liabilities
|
881,681
|
856,001
|
||||||
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies (Note 7)
|
-
|
-
|
||||||
|
|
|
|
|
|
|
|
|
Stockholders
Equity: (Notes 5, 7, 8, and 9)
|
||||||||
Common
stock, par value $0.001, 500 million shares authorized , 65,803,698
and
65,737,036 issued and outstanding at June 30, 2007 and March 31,
2007,
respectively (see Note 8)
|
65,804
|
65,737
|
||||||
Additional
paid in capital
|
19,149,824
|
19,043,734
|
||||||
Accumulated
deficit
|
(5,238,075
|
)
|
(4,801,237
|
)
|
||||
Other
comprehensive income (Notes 2 and 4)
|
11,278
|
15,399
|
||||||
Total
Stockholders' Equity
|
13,988,831
|
14,323,633
|
||||||
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
$
|
14,870,511
|
$
|
15,179,634
|
For
the Three Months Ended
|
||||||||
June
30, 2007
|
June
30, 2006
|
|||||||
Revenue:
(Note 12)
|
||||||||
Oil
sales
|
$
|
151,373
|
$
|
70,457
|
||||
|
|
|
|
|
|
|
|
|
Operating
Expenses:
|
||||||||
Operating
costs
|
34,249
|
23,916
|
||||||
Depreciation
and amortization (Notes 2 and 3)
|
73,401
|
21,548
|
||||||
General
and administrative expenses (Note 2)
|
569,876
|
387,999
|
||||||
Total
Operating Expenses
|
677,526
|
433,463
|
||||||
|
|
|
|
|
|
|
|
|
Loss
from Operations
|
(526,153
|
)
|
(363,006
|
)
|
||||
|
|
|
|
|
|
|
|
|
Other
Income (Expense):
|
||||||||
Interest
income
|
89,316
|
43,605
|
||||||
Total
Other Income (Expense)
|
89,316
|
43,605
|
||||||
|
|
|
|
|
|
|
|
|
Loss
before Income Taxes
|
(436,837
|
)
|
(319,401
|
)
|
||||
|
|
|
|
|
|
|
|
|
Income
Taxes Benefit
|
-
|
-
|
||||||
|
|
|
|
|
|
|
|
|
Net
Loss
|
$
|
(436,837
|
)
|
$
|
(319,401
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
per share (Note 10):
|
||||||||
Basic
and assuming dilution
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||
Weighted
average shares outstanding (Note 10):
|
||||||||
Basic
and assuming dilution
|
65,739,234
|
54,544,345
|
For
the Three Months Ended
|
||||||||
June
30, 2007
|
June
30, 2006
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
loss
|
$
|
(436,837
|
)
|
$
|
(319,401
|
)
|
||
Adjustments
to reconcile net loss to net cash (Used In) operating
activities:
|
||||||||
Non
cash stock based compensation cost
|
96,823
|
170,331
|
||||||
Depreciation
and amortization
|
73,400
|
21,548
|
||||||
(Increase)
decrease in receivables
|
993
|
(27,160
|
)
|
|||||
Increase
(decrease) in accounts payable and accrued expenses
|
25,322
|
(254,083
|
)
|
|||||
Net
Cash (Used In) Operating Activities
|
(240,299
|
)
|
(408,765
|
)
|
||||
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities:
|
||||||||
Payments
for oil and gas properties and property and equipment
|
(1,316,932
|
)
|
(170,155
|
)
|
||||
Net
Cash (Used In) Investing Activities
|
(1,316,932
|
)
|
(170,155
|
)
|
||||
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
||||||||
Proceeds
from exercise of warrants
|
9,333
|
-
|
||||||
Repayment
of bank term debt
|
-
|
(51,797
|
)
|
|||||
Net
Cash Provided by (Used In) Financing Activities
|
9,333
|
(51,797
|
)
|
|||||
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash and cash equivalents
|
(3,934
|
)
|
8,539
|
|||||
|
|
|
|
|
|
|
|
|
Net
(Decrease) in Cash and Cash Equivalents
|
(1,551,832
|
)
|
(622,178
|
)
|
||||
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
$
|
10,141,125
|
$
|
5,536,006
|
||||
Cash
and cash equivalents at the end of period
|
$
|
8,589,293
|
$
|
4,913,828
|
||||
|
|
|
|
|
|
|
|
|
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
(received) during the period for interest
|
$
|
(89,316
|
)
|
$
|
(43,605
|
)
|
||
Cash
paid during the period for taxes
|
$
|
-
|
$
|
-
|
||||
|
|
|
|
|
|
|
|
|
Non-cash
Financing and Investing Transactions:
|
||||||||
Non
cash stock based compensation cost
|
$
|
96,823
|
$
|
170,331
|
June
30, 2007
|
March
31, 2007
|
|||||||
Proved
properties
|
$
|
3,781,782
|
$
|
3,254,211
|
||||
Unevaluated
and unproved properties
|
2,717,136
|
1,927,776
|
||||||
Gross
oil and gas properties-onshore
|
6,498,918
|
5,181,987
|
||||||
Less: accumulated
depletion
|
(388,584
|
)
|
(315,937
|
)
|
||||
Net
oil and gas properties-onshore
|
$
|
6,110,334
|
$
|
4,866,050
|
June
30, 2007
|
March
31, 2007
|
|||||||
Not
subject to depletion-onshore:
|
||||||||
Exploration
costs
|
$
|
2,150,683
|
$
|
1,669,478
|
||||
Cost
of undeveloped acreage
|
566,452
|
258,298
|
||||||
Total
not subject to depletion
|
$
|
2,717,136
|
$
|
1,927,776
|
June
30, 2007
|
March
31, 2007
|
|||||||
Computer
costs, including foreign translation adjustment
|
$
|
24,060
|
$
|
23,858
|
||||
Less:
accumulated depreciation
|
(12,320
|
)
|
(11,365
|
)
|
||||
Total
other property and equipment
|
$
|
11,740
|
$
|
12,493
|
For
the Three Months Ended June 30,
|
||||||||
2007
|
2006
|
|||||||
Net
loss
|
$
|
(436,837
|
)
|
$
|
(319,401
|
)
|
||
Foreign
currency translation gain / (loss)
|
(4,121
|
)
|
1,876
|
|||||
Comprehensive
Loss
|
$
|
(440,958
|
)
|
$
|
(317,525
|
)
|
For
the Three Months Ended June 30, 2007
|
||||
ARO
as of beginning of period
|
$
|
41,552
|
||
Liabilities
incurred during period
|
-
|
|||
Liabilities
settled during period
|
-
|
|||
Accretion
expense
|
-
|
|||
Balance
of ARO as of end of period
|
$
|
41,552
|
Balance
at March 31, 2007
|
65,737,036
|
|||
Issuance
of stock upon exercise of warrants
|
66,662
|
|||
Total
|
65,803,698
|
Number
of Shares
|
Weighted
Average Exercise Price Per Share
|
|||||||
Outstanding
at March 31, 2007
|
5,077,526
|
$
|
0.46
|
|||||
Granted
|
||||||||
Exercised
|
-
|
-
|
||||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
at June 30, 2007
|
5,077,526
|
$
|
0.46
|
Options
Outstanding
|
|
Options
Exercisable
|
||||||||
Exercise
Price
|
|
Number
Outstanding
|
|
Weighted
Average Remaining Contractual Life (Years)
|
|
Weighted
Average Exercise Price
|
|
Number
Exercisable
|
|
Weighted
Average Exercise Price
|
$
0.35
|
|
4,577,526
|
|
3.56
|
|
$
0.35
|
|
3,433,145
|
|
$0.35
|
$1.42
|
|
500,000
|
|
4.72
|
|
$1.42
|
|
250,000
|
|
$1.42
|
|
|
5,077,526
|
|
|
|
$0.46
|
|
3,683,145
|
|
$0.42
|
Number
of Shares
|
Weighted
Average Exercise Price Per Share
|
|||||||
Outstanding
and Exercisable March 31, 2007
|
968,083
|
$
|
0.13
|
|||||
Granted
|
-
|
-
|
||||||
Exchanged
|
-
|
-
|
||||||
Exercised
|
(66,662
|
)
|
(0.14
|
)-
|
||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
and Exercisable at June 30, 2007
|
901,421
|
$
|
0.13
|
|||||
|
|
|
|
|
|
|
|
|
Warrants
Outstanding
|
|
|
Warrants
Exercisable
|
|
||||||||||||||||||
Exercise
Prices
|
|
|
Number
Outstanding
|
|
|
Weighted
Average Remaining Contractual Life (Years)
|
|
|
Weighted
Average Exercise Price
|
|
|
Number
Exercisable
|
|
|
Weighted
Average Exercise Price
|
|
||||||
$
|
0.07
|
|
|
|
138,655
|
|
|
|
3.25
|
|
|
$
|
0.07
|
|
|
|
138,655
|
|
|
$
|
0.07
|
|
$
|
0.14
|
|
|
|
143,037
|
|
|
|
3.25
|
|
|
$
|
0.14
|
|
|
|
143,037
|
|
|
$
|
0.14
|
|
$
|
0.14
|
|
|
|
253,961
|
|
|
|
3.25
|
|
|
$
|
0.14
|
|
|
|
253,961
|
|
|
$
|
0.14
|
|
$
|
0.14
|
|
|
|
339,033
|
|
|
|
3.25
|
|
|
$
|
0.14
|
|
|
|
339,033
|
|
|
$
|
0.14
|
|
$
|
0.14
|
|
|
|
26,735
|
|
|
|
3.25
|
|
|
$
|
0.14
|
|
|
|
26,735
|
|
|
$
|
0.14
|
|
|
|
|
|
|
901,421
|
|
|
|
3.25
|
|
|
$
|
0.13
|
|
|
|
901,421
|
|
|
$
|
0.13
|
|
For
The Three Months Ended June 30,
|
||||||||
2007
|
2006
|
|||||||
Shares—basic
|
65,739,234
|
54,544,345
|
||||||
Dilution
effect of stock option and awards at end of period
|
-
|
-
|
||||||
Shares—diluted
|
65,739,234
|
54,544,345
|
||||||
Stock
awards and shares excluded from diluted earnings per share due to
anti-dilutive effect
|
5,503,947
|
5,670,202
|
June
30, 2007
|
||||||||
Total Oil & Gas
Revenue
|
Total Oil
and Gas Assets (1)
|
|||||||
Kansas
|
$
|
40,974
|
$
|
787,431
|
||||
Louisiana
|
66,727
|
452,313
|
||||||
Texas
|
43,672
|
5,346,722
|
||||||
Total
|
$
|
151,373
|
$
|
6,586,466
|
(1)
|
Total
oil and gas property assets at June 30, 2007 are reported gross.
Under the
full cost method of accounting for oil and gas properties, depreciation,
depletion and amortization and impairment is not allocated to
properties.
|
|
|
|
New
York, New York
|
|
/s/ RBSM
LLP
|
June
13, 2007
|
RBSM
LLP
|
|
|
Certified
Public Accountants
|
2007
|
2006
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents (Note 3)
|
$ |
10,141,125
|
$ |
5,536,006
|
||||
Trade
receivables (Note 4)
|
80,342
|
12,501
|
||||||
Other
receivables (Note 3)
|
6,688
|
6,254
|
||||||
Other
current assets (Note 3)
|
72,936
|
8,600
|
||||||
Total
Current Assets
|
10,301,091
|
5,563,361
|
||||||
Oil
& Gas Properties, full cost, net of accumulated depletion (Notes 3,
5,
7 and 15)
|
4,866,050
|
951,199
|
||||||
Property
and Equipment, net of accumulated depreciation (Note 3 and
5)
|
12,493
|
1,727
|
||||||
Total
Oil & Gas Properties and Property and Equipment
|
4,878,543
|
952,926
|
||||||
Total
Assets
|
$ |
15,179,634
|
$ |
6,516,287
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued expenses (Note 3)
|
$ |
814,449
|
$ |
555,452
|
||||
Bank
loan (Note 6)
|
-
|
48,569
|
||||||
Other
current liability (Note 14 )
|
-
|
1,007
|
||||||
Total
Current Liabilities
|
814,449
|
605,028
|
||||||
Long-Term
Liabilities:
|
||||||||
Asset
Retirement Obligation (Notes 3 and 7)
|
41,552
|
25,300
|
||||||
Total
Liabilities
|
856,001
|
630,328
|
||||||
Commitments
and Contingencies (Note 9)
|
-
|
-
|
||||||
Stockholders
Equity: (Note 6 and 11)
|
||||||||
Preferred
stock, par value $0.001, 10 million shares authorized, no shares
issued
and outstanding at March 31, 2007 and 2006 (see Note 10)
|
-
|
-
|
||||||
Common
stock, par value $0.001, 500 million shares authorized,
65,737,036
and 54,544,346 issued and outstanding at March 31, 2007 and 2006,
respectively (see Note 10)
|
65,737
|
54,544
|
||||||
Additional
paid in capital
|
19,043,734
|
8,387,306
|
||||||
Accumulated
deficit
|
(4,801,237 | ) | (2,575,581 | ) | ||||
Other
comprehensive income (Note 3)
|
15,399
|
19,690
|
||||||
Total
Stockholders’ Equity
|
14,323,633
|
5,885,959
|
||||||
Total
Liabilities and Stockholders’ Equity
|
$ |
15,179,634
|
$ |
6,516,287
|
2007
|
2006
|
|||||||
Revenue:
|
||||||||
Oil
& gas sales
|
$ |
457,046
|
$ |
191,114
|
||||
Operating
Expenses:
|
||||||||
Operating
costs
|
114,735
|
41,953
|
||||||
Depreciation
and amortization (Note 5)
|
189,379
|
71,571
|
||||||
Impairment
|
-
|
10,000
|
||||||
General
and administrative expenses
|
2,723,235
|
1,746,101
|
||||||
Total
Operating Expenses
|
3,027,349
|
1,869,625
|
||||||
Loss
from Operations
|
(2,570,303 | ) | (1,678,511 | ) | ||||
Other
Income (Expenses)
|
-
|
(43,234 | ) | |||||
Interest
income
|
344,646
|
30,939
|
||||||
Total
Other Income (Expense)
|
344,646
|
(12,295 | ) | |||||
Loss
before Income Taxes
|
(2,225,656 | ) | (1,690,806 | ) | ||||
Income
Taxes Benefit (Note 8)
|
-
|
-
|
||||||
Net
Loss
|
$ | (2,225,656 | ) | $ | (1,690,806 | ) | ||
Loss
per share (Note 12):
|
||||||||
Basic
and assuming dilution
|
$ | (0.03 | ) | $ | (0.08 | ) | ||
Weighted
average shares outstanding:
|
||||||||
Basic
and assuming dilution
|
65,623,189
|
22,391,357
|
Common
Stock
|
||||||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid in Capital
|
(Accumulated
Deficit)
|
Other
Comprehensive Income/(Loss)
|
Total
Stockholders’ Equity
|
|||||||||||||||||||
Balance
at March 31, 2005
|
12,303,674
|
$ |
12,304
|
$ |
944,140
|
$ | (884,775 | ) | $ |
3,571
|
$ |
75,240
|
||||||||||||
Issuance
of common stocks
|
9,596,735
|
9,597
|
1,176,449
|
-
|
-
|
1,186,046
|
||||||||||||||||||
Stock
issue costs
|
-
|
-
|
(23,219 | ) |
-
|
-
|
(23,219 | ) | ||||||||||||||||
Issuance
of common stock on conversion of stockholder loan
|
715,143
|
715
|
86,043
|
-
|
-
|
86,758
|
||||||||||||||||||
Shares
relating to Index Ltd cancelled in relation to reverse merger in
January
2006 (Note 2)
|
(22,615,552 | ) | (22,616 | ) |
-
|
-
|
-
|
(22,616 | ) | |||||||||||||||
Shares
issued to Index Ltd shareholders relating to reverse merger in January
2006 (Note 2)
|
22,615,552
|
22,616
|
-
|
-
|
-
|
22,616
|
||||||||||||||||||
Stock
compensation, net of tax of $0
|
-
|
-
|
1,043,823
|
-
|
-
|
1,043,823
|
||||||||||||||||||
Stock
compensation, net of tax of $0
|
303,793
|
303
|
37,274
|
-
|
-
|
37,577
|
||||||||||||||||||
Shares
issued to Index Inc shareholders in relation to merger with Index
Ltd in
January 2006 (Note 2)
|
23,091,667
|
23,092
|
-
|
-
|
-
|
23,092
|
||||||||||||||||||
Issuance
of common stock on private offering
|
8,533,333
|
8,533
|
5,111,467
|
-
|
-
|
5,120,000
|
||||||||||||||||||
Issuance
of warrants
|
-
|
-
|
11,329
|
-
|
-
|
11,329
|
||||||||||||||||||
Other
comprehensive income foreign currency
translation
adjustment
|
-
|
-
|
-
|
-
|
16,119
|
16,119
|
||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
(1,690,806 | ) |
-
|
(1,690,806 | ) | ||||||||||||||||
Balance
at March 31, 2006
|
54,544,345
|
$ |
54,544
|
$ |
8,387,306
|
$ | (2,575,581 | ) | $ |
19,690
|
$ |
5,885,959
|
||||||||||||
Issuance
of common stock on private offerings
|
10,965,598
|
10,966
|
10,954,632
|
-
|
-
|
10,965,598
|
||||||||||||||||||
Stock
issue costs
|
-
|
-
|
(1,190,512 | ) |
-
|
-
|
(1,190,512 | ) | ||||||||||||||||
Stock
compensation, net of tax of $0
|
-
|
-
|
792,342
|
-
|
-
|
792,342
|
||||||||||||||||||
Issuance
of stock upon vesting of stock award
|
50,000
|
50
|
(50 | ) |
-
|
-
|
-
|
|||||||||||||||||
Issuance
of stock for services, net of tax of $0
|
40,000
|
40
|
63,960
|
-
|
-
|
64,000
|
||||||||||||||||||
Issuance
of stock upon exercise of warrants
|
124,593
|
125
|
17,318
|
-
|
-
|
17,443
|
||||||||||||||||||
Issuance
of stock for performance bonuses
|
12,500
|
12
|
18,738
|
-
|
-
|
18,750
|
||||||||||||||||||
Other
comprehensive income foreign currency
translation
adjustment
|
-
|
-
|
-
|
-
|
(4,291 | ) | (4,291 | ) | ||||||||||||||||
Net
loss
|
-
|
-
|
-
|
(2,225,656 | ) |
-
|
(2,225,656 | ) | ||||||||||||||||
Balance
at March 31, 2007
|
65,737,036
|
$ |
65,737
|
$ |
19,043,734
|
$ | (4,801,237 | ) | $ |
15,399
|
$ |
14,323,633
|
2007
|
2006
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
loss
|
$ | (2,225,656 | ) | $ | (1,690,806 | ) | ||
Adjustments
to reconcile net loss to net cash (used in) operating
activities:
|
||||||||
Organization
costs arising from acquisition
|
-
|
1,578
|
||||||
Non
cash stock based compensation cost
|
875,092
|
1,043,823
|
||||||
Amortization
of debt issue costs-current year
|
-
|
43,234
|
||||||
Non-cash
interest expense on warrant issuance on loan conversion
|
-
|
1,476
|
||||||
Depreciation
and amortization
|
189,379
|
71,571
|
||||||
Impairment
|
-
|
10,000
|
||||||
(Increase)
in receivables
|
(131,908 | ) | (14,104 | ) | ||||
Increase
in accounts payable and accrued expenses
|
251,342
|
342,267
|
||||||
Net
Cash (Used In) Operating Activities
|
(1,041,751 | ) | (190,961 | ) | ||||
Cash
Flows From Investing Activities:
|
||||||||
Cash
received in reverse merger
|
-
|
10,018
|
||||||
Payments
for property and equipment
|
(11,794 | ) |
-
|
|||||
Payments
for oil and gas properties
|
(4,086,949 | ) | (659,376 | ) | ||||
Net
Cash (Used In) Investing Activities
|
(4,098,743 | ) | (649,358 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Proceeds
from issuance of shares
|
10,983,039
|
5,681,229
|
||||||
Proceeds
from issue of warrants
|
-
|
8,377
|
||||||
Proceeds
from convertible notes payable
|
-
|
676,664
|
||||||
(Payments
for) Proceeds from bank term debt
|
(51,797 | ) |
51,374
|
|||||
Payment
for share issue costs
|
(1,190,513 | ) | (23,219 | ) | ||||
Payment
for debt issue costs
|
-
|
(43,234 | ) | |||||
Net
Cash Provided by Financing Activities
|
9,740,729
|
6,351,191
|
||||||
Effect of exchange rate
changes on cash and cash equivalents
|
4,884
|
16,461
|
||||||
Net
Increase/(Decrease) in Cash And Cash Equivalents
|
4,605,119
|
5,527,333
|
||||||
Cash
and cash equivalents at beginning of period
|
$ |
5,536,006
|
$ |
8,673
|
||||
Cash
and cash equivalents at the end of period
|
$ |
10,141,125
|
$ |
5,536,006
|
||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
paid (received) during the year for interest
|
$ | (344,646 | ) | $ | (32,415 | ) | ||
Cash
paid during the year for taxes
|
$ |
-
|
$ |
-
|
||||
Non-cash
Financing and Investing Transactions:
|
||||||||
Conversion
of loan capital into share capital
|
$ |
-
|
$ |
750,630
|
||||
Non-cash
stock based compensation cost
|
$ |
875,092
|
$ |
1,043,823
|
||||
Non-cash
interest expense on warrant issuance on loan conversion
|
$ |
-
|
$ |
1,476
|
||||
Acquisitions
:
|
||||||||
Common
stock retained by Index Inc.
|
$ |
-
|
$ |
23,092
|
||||
Assets
acquired
|
$ |
-
|
$ | (23,500 | ) | |||
Liabilities
acquired
|
$ |
-
|
$ |
1,986
|
||||
Total
consideration paid
|
$ |
-
|
$ |
1,578
|
January
20, 2006
|
||||
Common
stock retained by Index Inc.
|
$
|
23,092
|
||
Assets
acquired
|
(23,500
|
)
|
||
Liabilities
assumed
|
1,986
|
|||
Total
consideration paid
|
$
|
1,578
|
For
the year ended March 31, 2006
|
||||
Net
loss, as reported
|
$
|
(1,690,806
|
)
|
|
Add:
Total stock based employee compensation expense as reported under
intrinsic value method, net of tax of $0
|
-
|
|||
Deduct:
Total stock based employee compensation expense as reported under
fair
value based method, net of tax of $0
|
-
|
|||
Net
loss , pro forma
|
$
|
(1,690,806
|
)
|
|
Basic
and fully diluted loss per share, as reported
|
$
|
(0.08
|
)
|
|
Basic
and fully diluted loss per share, pro forma
|
$
|
(0.08
|
)
|
|
1.
|
Requires
an entity to recognize a servicing asset or servicing liability each
time
it undertakes an obligation to service a financial asset by entering
into
a servicing contract in any of the following
situations:
|
|
a.
|
A
transfer of the servicer’s financial assets that meets the requirements
for sale accounting
|
|
b.
|
A
transfer of the servicer’s financial assets to a qualifying
special-purpose entity in a guaranteed mortgage securitization in
which
the transferor retains all of the resulting securities and classifies
them
as either available-for-sale securities or trading securities in
accordance with FASB Statement No. 115,
Accounting for Certain
Investments in Debt and Equity
Securities
|
|
c.
|
An
acquisition or assumption of an obligation to service a financial
asset
that does not relate to financial assets of the servicer or its
consolidated affiliates.
|
|
2.
|
Requires
all separately recognized servicing assets and servicing liabilities
to be
initially measured at fair value, if
practicable.
|
|
3.
|
Permits
an entity to choose either of the following subsequent measurement
methods
for each class of separately recognized servicing assets and servicing
liabilities:
|
|
a.
|
Amortization
method
—Amortize servicing assets or servicing liabilities in
proportion to and over the period of estimated net servicing income
or net
servicing loss and assess servicing assets or servicing liabilities
for
impairment or increased obligation based on fair value at each reporting
date.
|
|
b.
|
Fair
value measurement method
—Measure servicing assets or servicing
liabilities at fair value at each reporting date and report changes
in
fair value in earnings in the period in which the changes
occur.
|
|
4.
|
At
its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights, without calling into question the treatment
of other available-for-sale securities under Statement 115, provided
that
the available-for-sale securities are identified in some manner as
offsetting the entity’s exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently
measure at fair value.
|
|
5.
|
Requires
separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial
position
and additional disclosures for all separately recognized servicing
assets
and servicing liabilities.
|
March
31,
|
||||||||
2007
|
2006
|
|||||||
Proved
properties
|
$ |
3,254,211
|
$ |
722,056
|
||||
Unevaluated
and unproved properties
|
1,927,776
|
356,729
|
||||||
Gross
oil and gas properties-onshore
|
5,181,987
|
1,078,785
|
||||||
Less:
accumulated depletion
|
(315,937 | ) | (127,586 | ) | ||||
Net
oil and gas properties-onshore
|
$ |
4,866,050
|
$ |
951,199
|
March
31, 2007
|
March
31, 2006
|
|||||||
Not
subject to depletion-onshore:
|
||||||||
Exploration
costs
|
$ |
1,669,478
|
$ |
236,806
|
||||
Cost
of undeveloped acreage
|
258,298
|
119,923
|
||||||
Total
not subject to depletion
|
$ |
1,927,776
|
$ |
356,729
|
March
31,
|
||||||||
2007
|
2006
|
|||||||
Computer
Costs, including foreign translation
|
$ |
23,858
|
$ |
11,217
|
||||
Less:
accumulated depreciation
|
(11,365 | ) | (9,490 | ) | ||||
Total
other property and equipment
|
$ |
12,493
|
$ |
1,727
|
Equity
Issuances
|
Debt
& Subsequent Equity Conversions (1)
|
|||||||||||||||||||||||||||
Total
Proceeds
|
Common
Stock
|
Additional
Paid
In
Capital
|
Convertible
Debt
|
Debt
Converted
To
Stock
|
Common
Stock
Converted
From Debt
|
Additional
Paid
In
Capital
Converted
From
Debt
|
||||||||||||||||||||||
Year
Ended March 31, 2005
|
$ |
1,003,503
|
$ |
268,840
|
$ |
71,445
|
$ |
669,048
|
$ | (574,445 | ) | $ |
451,088
|
$ |
117,527
|
|||||||||||||
Round
4
|
676,664
|
-
|
-
|
676,664
|
-
|
-
|
-
|
|||||||||||||||||||||
Round
4 conversion
|
-
|
-
|
-
|
(663,872 | ) |
331,936
|
331,936
|
|||||||||||||||||||||
Conversion
of 2005 Stockholder loan
|
-
|
-
|
-
|
(86,758 | ) |
43,379
|
43,379
|
|||||||||||||||||||||
Foreign
currency translation
|
-
|
-
|
-
|
(20,637 | ) | |||||||||||||||||||||||
Year
ended March 31, 2006
|
$ |
676,664
|
$ |
-
|
$ |
-
|
$ |
676,664
|
$ |
771,267
|
$ |
375,315
|
$ |
375,315
|
||||||||||||||
Totals
through March 31, 2006
|
$ |
1,680,167
|
$ |
268,840
|
$ |
71,445
|
$ |
1,345,712
|
$ | (1,345,712 | ) | $ |
826,403
|
$ |
492,842
|
March
31,
|
||||||||
2007
|
2006
|
|||||||
ARO
as of beginning of period
|
$ |
25,300
|
$ |
16,500
|
||||
Liabilities
incurred during period
|
16,252
|
8,800
|
||||||
Liabilities
settled during period
|
-
|
-
|
||||||
Accretion
expense
|
-
|
-
|
||||||
Balance
of ARO as of end of period
|
$ |
41,552
|
$ |
25,300
|
March
31,
|
||||||||
2007
|
2006
|
|||||||
Current
|
||||||||
UK
|
$ |
-
|
$ |
-
|
||||
US
|
-
|
-
|
||||||
State
|
-
|
-
|
||||||
Total
current tax expense (benefit)
|
-
|
-
|
||||||
Deferred
|
||||||||
UK
|
(256,247 | ) | (210,174 | ) | ||||
US
|
(1,004,758 | ) | (610,317 | ) | ||||
State
|
(150,714 | ) | (91,548 | ) | ||||
Total
deferred tax expense (benefit)
|
(1,411,719 | ) | (912,038 | ) | ||||
Less
valuation allowance
|
1,411,719
|
912,038
|
||||||
Total
deferred tax expense (benefit)
|
$ |
-
|
$ |
-
|
||||
Total
tax provision-continuing operations
|
$ |
-
|
$ |
-
|
||||
Deferred
Tax Components
|
March
31,
|
|||||||
2007
|
2006
|
|||||||
Deferred
tax assets
|
||||||||
Restricted
stock compensation accrual
|
$ |
-
|
$ |
-
|
||||
Share
issue basis difference
|
-
|
-
|
||||||
Foreign
currency translation
|
-
|
-
|
||||||
Oil
& Gas basis differences
|
-
|
66,791
|
||||||
Depreciation
|
-
|
-
|
||||||
Net
operating loss carryforward
|
2,358,427
|
857,049
|
||||||
Total
gross deferred tax assets
|
2,358,427
|
923,840
|
||||||
Deferred
tax liabilities
|
||||||||
Amortization
of share issue costs
|
-
|
-
|
||||||
Other
|
-
|
-
|
||||||
Foreign
currency translation
|
-
|
-
|
||||||
Oil
& Gas basis differences
|
843,573
|
-
|
||||||
Depreciation
|
103,135
|
11,802
|
||||||
State
taxes
|
-
|
-
|
||||||
Total
gross deferred tax liabilities
|
946,708
|
11,802
|
||||||
Less
valuation allowance
|
(1,411,719 | ) | (912,038 | ) | ||||
Net
deferred tax assets
|
$ |
-
|
$ |
-
|
||||
#
of Index Ltd. Shares
|
#
of Index Shares
|
#
of Index Ltd.
Warrants
|
#
of Index Warrants
|
|||||||||||||
Conversion
of stockholder loan of $94,603
|
250,325
|
715,143
|
50,065
|
143,037
|
||||||||||||
Equity
fundraising of $238,591
|
687,500
|
1,964,090
|
137,500
|
392,839
|
||||||||||||
Subscription
of compensation of $274,517
|
783,500
|
2,238,349
|
137,000
|
391,410
|
||||||||||||
Private
placement equity offering
|
1,835,117
|
5,242,669
|
-
|
-
|
||||||||||||
Subscription
of Professional fees of $9,021
|
25,000
|
71,421
|
-
|
-
|
||||||||||||
Subscription
of Professional fees of $9,900
|
28,075
|
80,206
|
9,358
|
26,735
|
||||||||||||
Totals
during fiscal year 2006
|
3,609,517
|
10,311,878
|
333,923
|
954,021
|
Issuance
of common stock on private offerings
|
10,965,598
|
|||
Issuance
of stock upon vesting of stock award
|
50,000
|
|||
Issuance
of stock for services
|
40,000
|
|||
Issuance
of stock upon exercise of warrants
|
124,593
|
|||
Issuance
of stock for performance bonuses
|
12,500
|
|||
Total
|
11,192,691
|
Number
of Shares
|
Weighted
Average Exercise Price Per Share
|
|||||||
Outstanding
and Exercisable March 31, 2005
(333,923
of Index Ltd.)
|
138,655
|
$ |
0.07
|
|||||
Granted
|
954,021
|
0.14
|
||||||
Exercised
|
-
|
-
|
||||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
and Exercisable at March 31, 2006
|
1,092,676
|
$ |
0.13
|
|||||
Granted
|
-
|
-
|
||||||
Exchanged
|
-
|
-
|
||||||
Exercised
|
(124,593 | ) |
0.14
|
|||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
and Exercisable at March 31, 2007
|
968,083
|
$ |
0.13
|
|||||
Warrants
Outstanding
|
|
Warrants
Exercisable
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual Life (Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average Exercise Price
Exercise
Price
|
|||||
$0.07
|
|
138,655
|
|
3.5
|
|
$0.07
|
|
138,655
|
|
$0.07
|
$0.14
|
|
143,037
|
|
3.5
|
|
$0.14
|
|
143,037
|
|
$0.14
|
$0.14
|
|
268,246
|
|
3.5
|
|
$0.14
|
|
268,246
|
|
$0.14
|
$0.14
|
|
391,410
|
|
3.5
|
|
$0.14
|
|
391,410
|
|
$0.14
|
$0.14
|
|
26,735
|
|
3.5
|
|
$0.14
|
|
26,735
|
|
$0.14
|
|
|
968,083
|
|
3.5
|
|
$0.13
|
|
968,083
|
|
$0.13
|
Number
of Shares
|
Weighted
Average Exercise Price Per Share
|
|||||||
Outstanding
at March 31, 2005
|
-
|
-
|
||||||
Granted
|
4,577,526
|
0.35
|
||||||
Exercised
|
-
|
-
|
||||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
at March 31, 2006
|
4,577,526
|
$ |
0.35
|
|||||
Granted
|
500,000
|
$ |
1.42
|
|||||
Exercised
|
-
|
-
|
||||||
Canceled
or expired
|
-
|
-
|
||||||
Outstanding
at March 31, 2007
|
5,077,526
|
$ |
0.46
|
Options
Outstanding
|
|
Options
Exercisable
|
||||||||
Exercise
Price
|
|
Number
Outstanding
|
|
Weighted
Average Remaining Contractual Life (Years)
|
|
Weighted
Average Exercise Price
|
|
Number
Exercisable
|
|
Weighted
Average Exercise Price
|
$
0.35
|
|
4,577,526
|
|
3.81
|
|
$
0.35
|
|
3,433,145
|
|
$
0.35
|
$1.42
|
|
500,000
|
|
1.97
|
|
$1.42
|
|
250,000
|
|
$1.42
|
|
|
5,077,526
|
|
|
|
$0.46
|
|
3,683,145
|
|
$0.42
|
For
the year ended March 31,
|
||||||||
2007
|
2006
|
|||||||
Shares—basic
|
65,623,365
|
22,391,357
|
||||||
Dilution
effect of stock option and awards at end of period
|
-
|
-
|
||||||
Shares—diluted
|
65,623,365
|
22,391,357
|
||||||
Stock
awards and shares excluded from diluted earnings per share due to
anti-dilutive effect
|
5,570,609
|
5,670,202
|
|
•
|
|
controls
over and processes for the collection and processing of all pertinent
operating data and documents needed by our independent reservoir
engineers
to estimate our proved reserves;
|
|
•
|
|
engagement
of well qualified and independent reservoir engineers for review
of our
operating data and documents and preparation of reserve reports annually
in accordance with all SEC reserve estimation guidelines;
and
|
|
•
|
|
review
by our Vice President, Exploration and Production, of the independent
reservoir engineers’ reserves reports for completion and
accuracy.
|
March
31,
|
March
31,
|
March
31,
|
||||||||||
|
2007
|
2006
|
2005
|
|||||||||
Evaluated
properties
|
$ |
3,254,211
|
$ |
722,056
|
$ |
334,080
|
||||||
Unevaluated
properties
|
1,927,776
|
356,729
|
76,529
|
|||||||||
Total
|
5,181,987
|
1,078,785
|
410,609
|
|||||||||
Less:
accumulated depreciation, depletion, amortization
|
315,937
|
127,586
|
62,275
|
|||||||||
Net
capitalized costs
|
$ |
4,866,050
|
$ |
951,199
|
$ |
348,334
|
Continuing
Operations
|
Discontinued
Operations
|
|||||||
Year
Ended March 31, 2005:
|
$ |
415,516
|
$ |
-
|
||||
Acquisition
costs of properties
|
||||||||
Proved
|
$ |
-
|
$ |
-
|
||||
Unproved
|
-
|
-
|
||||||
Subtotal
|
-
|
-
|
||||||
Exploration
and development costs
|
70,540
|
-
|
||||||
Total
|
$ |
486,056
|
$ |
-
|
||||
Year
Ended March 31, 2006:
|
||||||||
Acquisition
costs of properties
|
||||||||
Proved
|
$ |
-
|
$ |
-
|
||||
Unproved
|
-
|
|||||||
Subtotal
|
-
|
|||||||
Exploration
and development costs
|
659,376
|
|||||||
Total
|
$ |
1,145,432
|
$ |
-
|
||||
Year
Ended March 31, 2007:
|
||||||||
Acquisition
costs of properties
|
||||||||
Proved
|
$ |
-
|
$ |
-
|
||||
Unproved
|
355,641
|
|||||||
Subtotal
|
355,641
|
|||||||
Exploration
and development costs
|
3,731,308
|
|||||||
Total
|
$ |
4,086,949
|
$ |
-
|
Year
Ended
March 31,
2007
|
Year
Ended
March 31,
2006
|
Year
Ended
March 31,
2005
|
||||||||||
Oil
and natural gas production revenues
|
||||||||||||
Third-party
|
$ |
457,046
|
$ |
191,114
|
$ |
88,176
|
||||||
Affiliate
|
-
|
-
|
-
|
|||||||||
Total
revenues
|
457,046
|
191,114
|
88,176
|
|||||||||
Exploration
expenses, including dry hole
|
-
|
-
|
-
|
|||||||||
Production
costs
|
(114,735 | ) | (41,953 | ) | (23,584 | ) | ||||||
Impairment
|
-
|
-
|
-
|
|||||||||
Depreciation,
depletion and amortization
|
(188,351 | ) | (65,311 | ) | (36,154 | ) | ||||||
Income
(loss) before income taxes
|
153,960
|
83,850
|
28,438
|
|||||||||
Income
tax provision (benefit)
|
-
|
-
|
-
|
|||||||||
Results
of continuing operations
|
$ |
153,960
|
$ |
83,850
|
$ |
28,438
|
||||||
Results
of discontinued operations
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||
Continuing
Operations
|
Discontinued
Operations
|
|||||||
Natural
gas (Bcf)(1):
|
||||||||
Net
proved reserves at March 31, 2004
|
-
|
-
|
||||||
Revisions
of previous estimates
|
-
|
-
|
||||||
Purchases
in place
|
-
|
-
|
||||||
Extensions,
discoveries and other additions
|
-
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
-
|
-
|
||||||
Net
proved reserves at March 31, 2005
|
-
|
-
|
||||||
Revisions
of previous estimates
|
-
|
-
|
||||||
Purchases
in place
|
0.144
|
-
|
||||||
Extensions,
discoveries and other additions
|
-
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
-
|
-
|
||||||
Net
proved reserves at March 31, 2006
|
0.144
|
-
|
||||||
Revisions
of previous estimates
|
0.157
|
-
|
||||||
Purchases
in place
|
0.008
|
-
|
||||||
Extensions,
discoveries and other additions
|
0.240
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
(0.008 | ) |
-
|
|||||
Net
proved reserves at March 31, 2007
|
0.541
|
-
|
Natural
gas liquids and crude oil (MBbls)(2)(3):
|
||||||||
Net
proved reserves at March 31, 2004
|
11.069
|
-
|
||||||
Revisions
of previous estimates
|
4.832
|
-
|
||||||
Purchases
in place
|
-
|
-
|
||||||
Extensions,
discoveries and other additions
|
6.758
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
(2.068 | ) |
-
|
|||||
Net
proved reserves at March 31, 2005
|
20.591
|
-
|
||||||
Revisions
of previous estimates
|
1.566
|
-
|
||||||
Purchases
in place
|
11.565
|
-
|
||||||
Extensions,
discoveries and other additions
|
5.060
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
(3.381 | ) |
-
|
|||||
Net
proved reserves at March 31, 2006
|
35.401
|
-
|
||||||
Revisions
of previous estimates
|
(5.349 | ) |
-
|
|||||
Purchases
in place
|
0.066
|
-
|
||||||
Extensions,
discoveries and other additions
|
0.875
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
(6.660 | ) |
-
|
|||||
Net
proved reserves at March 31, 2007
|
24.333
|
-
|
(MBO)(2)
equivalents(4):
|
||||||||
Net
proved reserves at March 31, 2004
|
11.069
|
-
|
||||||
Revisions
of previous estimates
|
4.832
|
-
|
||||||
Purchases
in place
|
-
|
-
|
||||||
Extensions,
discoveries and other additions
|
6.758
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
(2.068 | ) |
-
|
|||||
Net
proved reserves at March 31, 2005
|
20.591
|
-
|
||||||
Revisions
of previous estimates
|
1.566
|
-
|
||||||
Purchases
in place
|
35.635
|
-
|
||||||
Extensions,
discoveries and other additions
|
5.060
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
(3.381 | ) |
-
|
|||||
Net
proved reserves at March 31, 2006
|
59.471
|
-
|
||||||
Revisions
of previous estimates
|
20.748
|
-
|
||||||
Purchases
in place
|
1.478
|
-
|
||||||
Extensions,
discoveries and other additions
|
40.956
|
-
|
||||||
Sales
in place
|
-
|
-
|
||||||
Production
|
(8.075 | ) |
-
|
|||||
Net
proved reserves at March 31, 2007
|
114.578
|
-
|
||||||
Net
proved developed reserves:
|
||||||||
Natural
gas (Bcf)(1)
|
||||||||
March
31, 2005
|
-
|
-
|
||||||
March
31, 2006
|
0.090
|
-
|
||||||
March
31, 2007
|
0.541
|
-
|
||||||
Natural
gas liquids and crude oil (MBbls)(2)(3)
|
||||||||
March
31, 2005
|
12.354
|
-
|
||||||
March
31, 2006
|
28.942
|
-
|
||||||
March
31, 2007
|
22.953
|
-
|
||||||
MBO(2)
equivalents(4)
|
||||||||
March
31, 2005
|
12.354
|
-
|
||||||
March
31, 2006
|
30.518
|
-
|
||||||
March
31, 2007
|
113.198
|
-
|
(1)
|
Billion
cubic feet or billion cubic feet equivalent, as
applicable.
|
(2)
|
Thousand
barrels.
|
(3)
|
Includes
crude oil, condensate and natural gas
liquids.
|
(4)
|
Natural
gas volumes have been converted to equivalent natural gas liquids
and
crude oil volumes using a conversion factor of six thousand cubic
feet of
natural gas to one barrel of natural gas liquids or crude
oil.
|
Continuing
Operations
|
Discontinued
Operations
|
|||||||
(in
$’000)
|
||||||||
March
31, 2005:
|
||||||||
Future
cash inflows
|
$ |
1,088.787
|
$ |
-
|
||||
Future
production costs
|
(474.193 | ) |
-
|
|||||
Future
development costs
|
(131.248 | ) |
-
|
|||||
Future
income taxes
|
-
|
-
|
||||||
Future
net cash flows
|
483.346
|
-
|
||||||
Discount
to present value at 10% annual rate
|
(131.571 | ) |
-
|
|||||
Standardized
measure of discounted future net cash flows relating to proved natural
gas, natural gas liquids and crude oil reserves
|
$ |
351.775
|
$ |
-
|
Continuing
|
Discontinued
|
|||||||
Operations
|
Operations
|
|||||||
March 31,
2006:
|
||||||||
Future
cash inflows
|
$ |
3,080.376
|
$ |
-
|
||||
Future
production costs
|
(855.120 | ) |
-
|
|||||
Future
development costs
|
(515.632 | ) |
-
|
|||||
Future
income taxes
|
-
|
-
|
||||||
Future
net cash flows
|
1,709.624
|
-
|
||||||
Discount
to present value at 10% annual rate
|
(362.391 | ) |
-
|
|||||
Standardized
measure of discounted future net cash flows relating to proved natural
gas, natural gas liquids and crude oil reserves
|
$ |
1,347.233
|
$ |
-
|
Continuing
|
Discontinued
|
|||||||
Operations
|
Operations
|
|||||||
March 31,
2007:
|
||||||||
Future
cash inflows
|
$ |
5,049.821
|
$ |
-
|
||||
Future
production costs
|
(1,055.600 | ) |
-
|
|||||
Future
development costs
|
(53.403 | ) |
-
|
|||||
Future
income taxes
|
-
|
-
|
||||||
Future
net cash flows
|
3,940.818
|
-
|
||||||
Discount
to present value at 10% annual rate
|
(841.922 | ) |
-
|
|||||
Standardized
measure of discounted future net cash flows relating to proved natural
gas, natural gas liquids and crude oil reserves
|
$ |
3,098.896
|
$ |
-
|
Continuing
|
Discontinued
|
|||||||
Operations
|
Operations
|
|||||||
(in
$’000)
|
||||||||
Balance,
April 1, 2004
|
$ |
113.318
|
$ |
-
|
||||
Sales
and transfers of natural gas, natural gas liquids and crude oil produced,
net of production costs
|
(64.592 | ) |
-
|
|||||
Net
changes in prices and production costs
|
155.685
|
-
|
||||||
Extensions,
discoveries, additions and improved recovery, net of related
costs
|
81.085
|
-
|
||||||
Development
costs incurred
|
70.540
|
-
|
||||||
Revisions
of previous quantity estimates and development costs
|
(3.657 | ) |
-
|
|||||
Accretion
of discount
|
(2.291 | ) |
-
|
|||||
Net
change in income taxes
|
-
|
-
|
||||||
Purchases
of reserves in place
|
-
|
-
|
||||||
Sales
of reserves in place
|
-
|
-
|
||||||
Changes
in timing and other
|
1.687
|
-
|
||||||
Balance,
March 31, 2005
|
$ |
351.775
|
$ |
-
|
Sales
and transfers of natural gas, natural gas liquids and crude oil produced,
net of production costs
|
$ | (149.200 | ) | $ |
-
|
|||
Net
changes in prices and production costs
|
92.288
|
-
|
||||||
Extensions,
discoveries, additions and improved recovery, net of related
costs
|
86.546
|
-
|
||||||
Development
costs incurred
|
659.376
|
-
|
||||||
Revisions
of previous quantity estimates and development costs
|
(412.504 | ) |
-
|
|||||
Accretion
of discount
|
(97.672 | ) |
-
|
|||||
Net
change in income taxes
|
-
|
-
|
||||||
Purchases
of reserves in place
|
813.43
|
-
|
||||||
Sales
of reserves in place
|
-
|
-
|
||||||
Changes
in timing and other
|
3.194
|
-
|
||||||
Balance,
March 31, 2006
|
$ |
1,347.233
|
$ |
-
|
Sales
and transfers of natural gas, natural gas liquids and crude oil produced,
net of production costs
|
$ | (342.311 | ) | $ |
-
|
|||
Net
changes in prices and production costs
|
(46.758 | ) |
-
|
|||||
Extensions,
discoveries, additions and improved recovery, net of related
costs
|
1,180.549
|
-
|
||||||
Development
costs incurred
|
1,320.745
|
-
|
||||||
Revisions
of previous quantity estimates and development costs
|
(820.626 | ) |
-
|
|||||
Accretion
of discount
|
134.723
|
-
|
||||||
Net
change in income taxes
|
-
|
-
|
||||||
Purchases
of reserves in place
|
486.467
|
-
|
||||||
Sales
of reserves in place
|
-
|
-
|
||||||
Changes
in timing and other
|
(161.126 | ) |
-
|
|||||
Balance,
March 31, 2007
|
$ |
3,098.896
|
$ |
-
|
1 Year Index Oil and Gas (CE) Chart |
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