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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Petro River Oil Corporation (CE) | USOTC:PTRC | 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 |
Delaware
|
|
98-0611188
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
Title of each
class
|
Trading
Symbol(s)
|
Name of each
exchange on which registered
|
Common
Stock, par value $0.00001 per share
|
PTRC
|
OTC
Pink Marketplace
|
Large accelerated
filer [ ]
|
|
|
Accelerated filer
[ ]
|
Non-accelerated
filer [X]
|
|
|
Smaller reporting
company [X]
|
|
|
|
Emerging growth company
[ ]
|
Class
|
|
Outstanding at
August 9, 2019
|
Common Stock,
$0.00001 par value per share
|
|
17,938,540
shares
|
|
●
|
from a well or
drilling equipment at a drill site;
|
|
●
|
leakage from
gathering systems, pipelines, transportation facilities and storage
tanks;
|
|
●
|
damage to oil and
natural gas wells resulting from accidents during normal
operations; and
|
|
|
|
|
●
|
blowouts, cratering
and explosions.
|
|
●
|
the level of
domestic production;
|
|
|
|
|
●
|
the availability of
imported oil and natural gas;
|
|
|
|
|
●
|
political and
economic conditions and events in foreign oil and natural gas
producing nations, including embargoes, continued hostilities in
the Middle East and other sustained military campaigns, and acts of
terrorism or sabotage;
|
|
|
|
|
●
|
the ability of
members of OPEC to agree to and maintain oil price and production
controls;
|
|
|
|
|
●
|
the cost and
availability of transportation and pipeline systems with adequate
capacity;
|
|
●
|
the cost and
availability of other competitive fuels;
|
|
|
|
|
●
|
fluctuating and
seasonal demand for oil, natural gas and refined
products;
|
|
|
|
|
●
|
concerns about
global warming or other conservation initiatives and the extent of
governmental price controls and regulation of
production;
|
|
|
|
|
●
|
weather;
|
|
|
|
|
●
|
foreign and
domestic government relations; and
|
|
|
|
|
●
|
overall economic
conditions.
|
Cost
|
Oklahoma
|
Texas
|
Larne
Basin
|
Other
(1)
|
Total
|
Balance, May 1,
2017
|
$
1,232,192
|
$
-
|
$
761,444
|
$
100,000
|
$
2,093,636
|
Additions
|
3,665,851
|
-
|
-
|
-
|
3,665,851
|
Depreciation,
depletion and amortization
|
(146,141
)
|
-
|
-
|
-
|
(146,141
)
|
Impairment of oil
and gas assets
|
(972,488
)
|
-
|
(761,444
)
|
-
|
(1,733,932
)
|
Balance, April 30,
2018
|
3,779,414
|
-
|
-
|
100,000
|
3,879,414
|
Additions
|
1,307,720
|
2,431,419
|
-
|
-
|
3,739,139
|
Depreciation,
depletion and amortization
|
(380,873
)
|
(283,974
)
|
-
|
-
|
(494,295
)
|
Impairment of oil
and gas assets
|
-
|
(984,774
)
|
-
|
-
|
(664,847
)
|
Balance, April 30,
2019
|
$
4,706,261
|
$
1,162,707
|
$
-
|
$
100,000
|
$
5,968,968
|
(1)
|
Other property consists primarily of four, used steam generators
and related equipment that will be assigned to future projects. As
of April 30, 2019 and 2018, management concluded that impairment
was not necessary as all other assets were carried at salvage
value.
|
|
Producing
|
Non-Producing
|
||||||
|
April
30, 2019
|
April
30, 2018
|
April
30, 2019
|
April
30, 2018
|
||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
|
|
|
|
|
|
|
|
|
Osage County,
OK
|
15
|
15
|
12
|
12
|
56
|
56
|
42
|
42
|
Kay County,
OK
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Texas
|
3
|
3
|
-
|
-
|
10
|
10
|
-
|
-
|
Total
|
18
|
18
|
12
|
12
|
66
|
66
|
42
|
42
|
Project
Areas
|
April
30, 2019
|
April
30, 2018
|
||
|
Gross
|
Net
|
Gross
|
Net
|
|
|
|
|
|
Larne
Basin
|
-
|
-
|
-
|
-
|
Kern
County
|
-
|
-
|
-
|
-
|
Osage County,
OK
|
87,754
|
65,816
|
87,754
|
65,816
|
Kay County,
OK
|
-
|
-
|
-
|
-
|
Texas
(1)
|
9,685
|
8,681
|
-
|
-
|
Total
|
97,439
|
74,497
|
87,754
|
65,816
|
(1)
|
Management concluded that as of April 30, 2019, the Texas assets
were impaired by $984,774.
|
|
For
the Year
Ended
April
30, 2019
|
For
the Year
Ended
April
30, 2018
|
Oil volume
(BBL)
|
29,935
|
12,054
|
Gas volume
(MCF)
|
22,802
|
5,893
|
Volume equivalent
(BOE)(1)
|
33,735
|
13,036
|
Revenue
|
$
1,622,077
|
$
723,409
|
As of
|
April
30,
2019
|
April
30,
2018
|
Convertible
preferred shares
|
21,770,137
|
-
|
Common
shares
|
17,938,540
|
17,309,733
|
Stock
options
|
2,607,385
|
2,555,385
|
Stock purchase
warrants
|
11,128,706
|
2,223,669
|
|
53,444,768
|
22,088,787
|
|
●
|
pertain to the
maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of
the company;
|
|
|
|
|
●
|
provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with
authorizations of management and directors of the company;
and
|
|
|
|
|
●
|
provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use of disposition of the company’s assets that
could have a material effect on the financial
statements.
|
|
●
|
Due to our small
number of employees and resources, we have limited segregation of
duties, and as a result there is insufficient independent review of
duties performed.
|
|
|
|
|
●
|
As a result of the
limited number of accounting personnel, we rely on outside
consultants for the preparation of our financial reports, including
financial statements and management discussion and analysis, which
could lead to overlooking items requiring disclosure.
|
Exhibit
Number
|
|
Exhibit
Description
|
|
Certificate of
Incorporation of the Company.
|
|
|
Bylaws of the
Company.
|
|
|
Certificate of
Amendment to the Certificate of Incorporation of Petro River Oil
Corporation, effective December 1, 2015 (Reverse
Split).
|
|
|
Certificate of
Amendment to the Certificate of Incorporation of Petro River Oil
Corporation, effective December 1, 2015 (Authorized
Increase).
|
|
|
Certificate of
Amendment to the Certificate of Incorporation of Petro River Oil
Corporation, dated June 15, 2016.
|
|
|
Securities Purchase
Agreement of Petro River Oil LLC, dated as of April 23, 2013, by
and among Petro River Oil Corp., Petro River Oil, LLC, the
holders of outstanding secured promissory notes of Petro River Oil,
LLC, the members of Petro River Oil, LLC and Mega Partners 1
LLC.
|
|
|
Amended and
Restated 2012 Equity Compensation Plan.
|
|
|
Assignment and
Assumption Agreement, dated as of May 30, 2014, by and between
Bandolier Energy, LLC and PO1, LLC.
|
|
|
Agreement, dated as
of May 30, 2014, by and between Petro River Oil Corp. and Pearsonia
West Investment Group, LLC.
|
|
|
Employment
Agreement, by and between Petro River Oil Corp. and Scot Cohen,
dated April 23, 2013
|
|
Amendment No. 1 to
the Employment Agreement, by and between Petro River Oil Corp. and
Scot Cohen, dated November 20, 2013.
|
|
|
Form of Securities
Purchase Agreement, dated April 23, 2013
|
|
Securities Purchase
Agreement, by and between Petro River Oil Corp. and Petrol Lakes
Holding Limited, dated December 12, 2013.
|
|
|
Form of Bandolier
Energy LLC Subscription Agreement, dated May 30, 2014.
|
|
|
Securities Purchase
Agreement, by and between Spyglass Energy Group, LLC, Nadel and
Gussman, LLC, Charles W. Wickstrom, Shane E. Matson and Bandolier
Energy, LLC, dated January 1, 2014.
|
|
|
Assignment and
Assumption Agreement, by and between Bandolier Energy, LLC and PO1,
LLC, dated May 30, 2014.
|
|
|
Agreement, by and
between Petro River Oil Corp. and Pearsonia West Investment Group,
LLC, dated May 30, 2014.
|
|
|
Asset Purchase
Agreement by and among Petro River Oil Corp, Petro Spring I, LLC,
Havelide GTL LLC and certain shareholders, dated February 18,
2015.
|
|
|
Employment
Agreement by and between the Company and Stephen Boyd, dated
February 18, 2015
|
|
|
Form of
Warrant.
|
|
|
Asset Purchase
Agreement by and among Petro River Oil Corp, Petro Spring II, LLC,
Coalthane Tech LLC and certain shareholders, dated February 27,
2015.
|
|
|
Contribution
Agreement, by and between Petro River Oil Corp., MegaWest Energy
Kansas Corporation and Fortis Property Group, dated October 30,
2015, effective October 15, 2015.
|
|
|
Employment
Agreement, by and between Petro River Oil Corp. and Stephen
Brunner, dated October 30, 2015.
|
|
|
Conditional
Purchase Agreement, by and between Petro River Oil Corp. and
Horizon I Investments, LLC, dated December 1, 2015.
|
|
|
Form of Escrow
Agreement.
|
|
|
Non-Recourse Note,
by and between Petro River Oil Corp. and Horizon I Investments,
LLC, dated December 1, 2015.
|
|
|
Farm-Out Agreement,
dated January 19, 2016.
|
|
|
Escrow Agreement,
dated January 18, 2016.
|
|
|
Non-Recourse
Promissory Note, in the principal amount of $750,000, dated January
13, 2016.
|
|
|
Assignment of Oil
and Gas Lease, by and between MegaWest Energy Missouri Corp. and
Paluca Petroleum, Inc., dated July 11, 2016.
|
|
|
Asset Purchase and
Sale and Exploration Agreement, dated March 4, 2016.
|
|
|
Securities Purchase
Agreement, dated June 13, 2017.
|
|
|
Form of Warrant,
dated June 13, 2017.
|
|
|
Security Agreement,
dated June 13, 2017.
|
|
|
Assignment of
Overriding Royalty Interests, dated June 13, 2017.
|
|
|
Promissory Note,
dated June 13, 2017.
|
|
|
Security Purchase
Agreement, dated September 20, 2017.
|
|
|
Form of Warrant,
dated November 6, 2017.
|
|
|
Form of Security
Agreement, dated November 6, 2017.
|
|
|
Form of Assignment
of Overriding Royalty Interests November 6, 2017.
|
|
|
Form of Secured
Promissory Note, dated November 6, 2017.
|
|
|
Assignment and
Assumption of Membership Interest, dated November 6,
2017.
|
|
|
Modification of
Promissory Notes, dated December 29, 2017.
|
|
|
Assignment and
Assumption of Membership Interest, dated January 31,
2018.
|
|
|
Purchase and
Exchange Agreement, dated February 14, 2018.
|
|
|
Code of Business
Conduct and Ethics.
|
|
21.1*
|
|
Subsidiaries.
|
31.1*
|
|
Certification of
Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of
Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of
Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
Report
of Pinnacle Energy Services, LLC with respect to oil and reserves,
dated June 8, 2017.
|
|
99.2*
|
|
Report
of Cawley, Gillespie & Associates with respect to oil and
reserves in Oklahoma – Spyglass/Pearsonia, dated May 1,
2018.
|
99.3*
|
|
Report of
Cawley, Gillespie &
Associates
with respect to oil and
reserves in Osage County, Oklahoma, dated May 1,
2018.
|
|
|
|
101.INS*
|
|
XBRL Instance
Document
|
101.SCH*
|
|
XBRL Taxonomy
Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy
Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy
Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy
Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy
Extension Presentation Linkbase Document
|
*
|
Attached
hereto
|
(1)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on September 13, 2012.
|
(2)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on April 29, 2013.
|
(3)
|
Incorporated by
reference to our Transition Report on Form 10-K filed with the
Securities and Exchange Commission on August 28, 2013.
|
(4)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 22, 2013.
|
(5)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on December 16, 2013.
|
(6)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on June 5, 2014.
|
(7)
|
Incorporated by
reference to our Annual Report on Form 10-K filed with the
Securities and Exchange Commission on August 13, 2014.
|
(8)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on February 23, 2015.
|
(9)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on March 5, 2015.
|
(10)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on January 20, 2016.
|
(11)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on July 13, 2016.
|
(12)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on December 7, 2015.
|
(13)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on June 20, 2016.
|
(14)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on March 10, 2016.
|
(15)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 5, 2015.
|
(16)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on June 16, 2017.
|
(17)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on June 16, 2017.
|
(18)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on June 16, 2017.
|
(19)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on June 16, 2017.
|
(20)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on June 16, 2017.
|
(21)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 6, 2017.
|
(22)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 6, 2017.
|
(23)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 6, 2017.
|
(24)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 6, 2017.
|
(25)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 6, 2017.
|
(26)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on November 6, 2017.
|
(27)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on January 5, 2018.
|
(28)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on February 5, 2018.
|
(29)
|
Incorporated by
reference to our Form 8-K filed with the Securities and Exchange
Commission on February 16, 2018.
|
(30)
|
Incorporated by
reference to our Form 10-Q filed with the Securities and Exchange
Commission on March 26, 2018.
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
F-2
|
|
|
|
|
|
|
|
|
|
F-3
|
|
|
|
|
|
|
|
|
|
F-4
|
|
|
|
|
|
|
|
|
|
F-5
|
|
|
|
|
|
|
|
|
|
F-6
|
|
|
|
|
|
|
|
|
|
F-7
|
|
|
As
of
|
|
|
April
30,
2019
|
April
30,
2018
|
Assets
|
|
|
Current
Assets:
|
|
|
Cash and cash
equivalents
|
$
1,214,858
|
$
47,330
|
Accounts receivable
- oil and gas
|
128,987
|
308,099
|
Prepaid expense and
other current assets
|
206,210
|
612
|
Prepaid oil and gas
asset development costs
|
55,116
|
-
|
Total
Current Assets
|
1,605,171
|
356,041
|
|
|
|
Oil and gas assets,
full cost method
|
|
|
Costs subject to
amortization, net
|
5,868,932
|
3,779,414
|
Costs not being
amortized, net
|
100,000
|
100,000
|
Property, plant and
equipment, net
|
63
|
822
|
Investment in
Horizon Energy Partners
|
2,037,151
|
1,592,418
|
Investment in
Horizon Energy Acquisition, LLC
|
400,000
|
-
|
Other
assets
|
5,266
|
17,133
|
Total
Long-term Assets
|
8,411,412
|
5,489,787
|
Total
Assets
|
$
10,016,583
|
$
5,845,828
|
|
|
|
Liabilities
and Equity
|
|
|
Current
Liabilities:
|
|
|
Accounts payable
and accrued expense
|
$
714,786
|
$
908,343
|
Accrued interest on
notes payable – related party
|
-
|
298,581
|
Redetermination
liability
|
-
|
259,313
|
Asset retirement
obligations, current portion
|
720,442
|
413,794
|
Total
Current Liabilities
|
1,435,228
|
1,880,031
|
|
|
|
Long-term
Liabilities:
|
|
|
Asset retirement
obligations, net of current portion
|
328,749
|
246,345
|
Note payable -
related parties, net of debt discount
|
-
|
2,360,750
|
Derivative
liabilities
|
4,191,754
|
-
|
Total
Long-term Liabilities
|
4,520,503
|
2,607,095
|
|
|
|
Total
Liabilities
|
5,955,731
|
4,487,126
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
Equity:
|
|
|
Preferred shares
– 5,000,000 authorized; par value $0.00001; 0 shares issued
and outstanding
|
-
|
-
|
Preferred A shares
– 500,000 authorized; par value $0.00001 per share; 435,403
and 0 issued and outstanding, respectively; liquidation preference
of $8,708,060
|
4
|
-
|
Preferred B shares
– 29,500 authorized; par value $0.00001; 0 shares issued
and outstanding
|
-
|
-
|
Common shares
– 150,000,000 authorized; par value $0.00001; 17,938,540 and
17,309,733 issued and outstanding, respectively
|
180
|
173
|
Additional paid-in
capital
|
59,563,627
|
52,407,543
|
Accumulated
deficit
|
(56,154,121
)
|
(51,049,014
)
|
Total
Petro River Oil Corp. Equity
|
3,409,690
|
1,358,702
|
Non-controlling
interests
|
651,162
|
-
|
Total
Equity
|
4,060,852
|
1,358,702
|
Total
Liabilities and Equity
|
$
10,016,583
|
$
5,845,828
|
|
For the
Year
Ended
|
|
|
April 30,
2019
|
April 30,
2018
|
Revenues
|
|
|
Oil
and natural gas sales
|
$
1,622,077
|
$
723,409
|
Royalty
revenue
|
23,093
|
-
|
Total Revenue
|
1,645,170
|
723,409
|
|
|
|
|
|
|
Operating Expense
|
|
|
Lease
operating expenses
|
416,445
|
127,814
|
Depreciation,
depletion and accretion
|
683,163
|
157,386
|
Impairment
of oil and gas assets
|
984,774
|
1,733,932
|
General
and administrative
|
1,727,670
|
3,644,751
|
Total Operating Expense
|
3,812,052
|
5,663,883
|
|
|
|
Operating Loss
|
(2,166,882
)
|
(4,940,474
)
|
|
|
|
Other Income (Expense)
|
|
|
Interest
income (expense), net
|
(3,124,286
)
|
(65,569
)
|
Loss
on assumption of Pearsonia interests
|
-
|
(3,351,965
)
|
Loss
on redetermination
|
-
|
(11,914,204
)
|
Loss
on legal settlement
|
(75,000
)
|
-
|
Loss
on extinguishment of debt
|
(94,388
)
|
-
|
Change
in fair value of derivative liabilities
|
(41,410
)
|
-
|
Net
gain on real estate rights
|
-
|
267,734
|
Other Income (Expense)
|
(3,335,084
)
|
(15,064,004
)
|
|
|
|
Net Loss Before Income Tax Provision
|
(5,501,966
)
|
(20,004,478
)
|
|
|
|
Income Tax Provision
|
-
|
333,203
|
|
|
|
Net Loss
|
(5,501,966
)
|
(20,337,681
)
|
|
|
|
Net Income (Loss) Attributable to Non-controlling
Interests
|
(396,859
)
|
101,423
|
|
|
|
Net Loss Attributable to Petro River Oil Corp.
|
(5,105,107
)
|
(20,439,104
)
|
|
|
|
Deemed
Dividend on Series A Preferred Stock
|
(3,512,021
)
|
-
|
|
|
|
Net
Loss Available for Petro River Oil Corp. Common
Shareholders
|
$
(8,617,128
)
|
$
(20,439,104
)
|
|
|
|
Loss Per Common Share
–
Basic and
Diluted
|
$
(0.48
)
|
$
(1.24
)
|
|
|
|
Weighted Average Number of
Common Shares Outstanding
–
Basic and
Diluted
|
17,772,293
|
16,546,093
|
|
Preferred
|
Preferred
|
Common
|
Common
|
Additional
Paid-in
|
Accumulated
|
Non-controlling
|
Total
Stockholders’
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Interests
|
Equity
|
|
|
|
|
|
|
|
|
|
Balance
at May 1, 2017
|
-
|
$
-
|
15,827,921
|
$
158
|
$
46,681,073
|
$
(30,609,910
)
|
$
12,610,470
|
$
28,681,791
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
906,591
|
-
|
-
|
906,591
|
|
|
|
|
|
|
|
|
|
Cashless exercise
of options
|
-
|
-
|
15,145
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Warrants issued
with secured promissory note
|
-
|
-
|
-
|
-
|
2,003,227
|
-
|
-
|
2,003,227
|
|
|
|
|
|
|
|
|
|
Contribution of
overriding royalty interest
|
-
|
-
|
-
|
-
|
250,000
|
-
|
-
|
250,000
|
|
|
|
|
|
|
|
|
|
Acquisition of
Pearsonia interest
|
-
|
-
|
1,466,667
|
15
|
2,566,652
|
-
|
785,298
|
3,351,965
|
|
|
|
|
|
|
|
|
|
Acquisition of
Bandolier interest upon redetermination
|
-
|
-
|
-
|
-
|
-
|
-
|
(13,497,191
)
|
(13,497,191
)
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
-
|
-
|
-
|
-
|
-
|
(20,439,104
)
|
101,423
|
(20,337,681
)
|
|
|
|
|
|
|
|
|
|
Balance
at April 30, 2018
|
-
|
-
|
17,309,733
|
173
|
52,407,543
|
(51,049,014
)
|
-
|
1,358,702
|
|
|
|
|
|
|
|
|
|
Stock-based
compensation
|
-
|
-
|
260,000
|
3
|
497,669
|
-
|
-
|
497,672
|
|
|
|
|
|
|
|
|
|
Shares issued for
legal settlement
|
-
|
-
|
68,807
|
1
|
74,999
|
-
|
-
|
75,000
|
|
|
|
|
|
|
|
|
|
Stock issued for
acquisition of non-controlling interest
|
-
|
-
|
300,000
|
3
|
1,496,262
|
-
|
748,021
|
2,244,286
|
|
|
|
|
|
|
|
|
|
Non-controlling
interest contribution
|
-
|
-
|
-
|
-
|
-
|
-
|
300,000
|
300,000
|
|
|
|
|
|
|
|
|
|
Deemed
dividend
|
-
|
-
|
-
|
-
|
(3,512,021
)
|
-
|
-
|
(3,512,021
)
|
|
|
|
|
|
|
|
|
|
Preferred A and
warrants issued for:
|
|
|
|
|
|
|
|
|
Cash and
services
|
147,009
|
1
|
-
|
-
|
2,800,183
|
-
|
-
|
2,800,184
|
Debt
conversion
|
31,092
|
-
|
-
|
-
|
621,836
|
-
|
-
|
621,836
|
Secured
debt
|
257,302
|
3
|
-
|
-
|
5,177,156
|
-
|
-
|
5,177,159
|
|
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(5,105,107
)
|
(396,859
)
|
(5,501,966
)
|
|
|
|
|
|
|
|
|
|
Balance
at April 30, 2019
|
435,403
|
$
4
|
17,938,540
|
$
180
|
$
59,563,627
|
$
(56,154,121
)
|
$
651,162
|
$
4,060,852
|
Receivable for sale
of oil and gas equipment
|
$
-
|
$
17,449
|
Warrants issued
with note payable
|
$
-
|
$
2,003,227
|
Overriding interest
contributed as debt inducement
|
$
-
|
$
250,000
|
Accrued oil and gas
development costs
|
$
239,866
|
$
54,458
|
Change in estimate
of asset retirement obligations
|
$
15,695
|
$
61,633
|
Additions to asset
retirement obligation from new drilling
|
$
-
|
$
29,325
|
Derivative
liability from warrant issuances
|
$
3,512,021
|
$
-
|
Issuance of Series A Preferred Stock for
conversion of debt
|
$
5,798,995
|
$
-
|
1.
|
Organization
|
Purchase
consideration:
|
|
Common stock
issued
|
$
333,000
|
Total
Purchase Consideration
|
$
333,000
|
|
|
Purchase
price allocation:
|
|
Cash
|
$
138,686
|
Prepaid drilling
costs
|
55,116
|
Oil and gas assets
– net
|
2,425,482
|
Liabilities assumed
– accounts payable
|
(19,198
)
|
Liabilities assumed
– asset retirement obligation
|
(355,800
)
|
Non-controlling
interest
|
(748,021
)
|
Contributed
capital
|
(1,163,265
)
|
Net assets
acquired
|
$
333,000
|
Non–controlling
interest at April 30, 2018
|
$
-
|
Acquisition of
non–controlling interest in LBE Partners
acquisition
|
748,021
|
Contributions from
non–controlling interest
|
300,000
|
Non–controlling
share of net loss
|
(396,859
)
|
Non–controlling
interest at April 30, 2019
|
$
651,162
|
Assets
|
|
Cash
and cash equivalents
|
$
119,722
|
Accounts
receivable - real estate - related party
|
1,146,885
|
Accrued
interest on notes receivable - related party
|
1,390,731
|
Interest
in Bandolier
|
259,313
|
Notes
receivable - related party, current portion
|
26,344,883
|
Total Assets
|
$
29,261,534
|
|
|
Liabilities
|
|
Accounts
payable and accrued expenses
|
$
74,212
|
Deferred
tax liability
|
3,775,927
|
Total Liabilities
|
3,850,139
|
|
|
Non-controlling
interest
|
13,497,191
|
|
|
Loss
on redetermination
|
$
(11,914,204
)
|
2.
|
Going Concern and Management’s Plan
|
3.
|
Basis of Preparation
|
4.
|
Significant Accounting Policies
|
(a)
|
|
Use of
Estimates:
|
(b)
|
|
Cash
and Cash Equivalents:
|
(c)
|
|
Receivables:
|
(d)
|
|
Oil and
Gas Operations:
|
(e)
|
|
Impairment
of Long-Lived Assets:
|
(f)
|
|
Asset
Retirement Obligations:
|
(g)
|
Fair
Value of Financial Instruments:
|
(h)
|
Preferred
Stock:
|
(i)
|
Derivative
Liabilities:
|
(j)
|
|
Income
Taxes:
|
(k)
|
|
Revenue
Recognition:
|
(l)
|
|
Stock-Based
Compensation:
|
(m)
|
|
Per
Share Amounts:
|
|
April
30,
2019
|
April
30,
2018
|
Series A Preferred
Shares
|
21,770,150
|
-
|
Stock
options
|
2,607,385
|
2,555,385
|
Stock purchase
warrants
|
11,128,706
|
2,223,669
|
Total
|
35,506,241
|
4,779,054
|
(n)
|
|
Recent
Accounting Pronouncements:
|
(o)
|
|
Subsequent
Events:
|
5.
|
Oil and Gas Assets
|
Cost
|
Oklahoma
|
Texas
|
Larne
Basin
|
Other
(1)
|
Total
|
Balance, May 1,
2017
|
$
1,232,192
|
$
-
|
$
761,444
|
$
100,000
|
$
2,093,636
|
Additions
|
3,665,851
|
-
|
-
|
-
|
3,665,851
|
Depreciation,
depletion and amortization
|
(146,141
)
|
-
|
-
|
-
|
(146,141
)
|
Impairment of oil
and gas assets
|
(972,488
)
|
-
|
(761,444
)
|
-
|
(1,733,932
)
|
Balance, April 30,
2018
|
3,779,414
|
-
|
-
|
100,000
|
3,879,414
|
Additions
|
1,307,720
|
2,431,419
|
-
|
-
|
3,739,139
|
Depreciation,
depletion and amortization
|
(380,873
)
|
(283,974
)
|
-
|
-
|
(664,847
)
|
Impairment of oil
and gas assets
|
-
|
(984,774
)
|
-
|
-
|
(984,774
)
|
Balance, April 30,
2019
|
$
4,706,261
|
$
1,162,671
|
$
-
|
$
100,000
|
$
5,968,932
|
(1)
|
Other property consists primarily of four, used steam generators
and related equipment that will be assigned to future projects. As
of April 30, 2019 and 2018, management concluded that impairment
was not necessary as all other assets were carried at salvage
value.
|
6.
|
Asset Retirement Obligations
|
|
Year
Ended
April
30,
2019
|
Year
Ended
April
30,
2018
|
Balance, beginning
of period
|
$
660,139
|
$
558,696
|
Additions
|
355,800
|
29,325
|
Change in
estimates
|
15,695
|
61,633
|
Disposals
|
-
|
-
|
Accretion
|
17,557
|
10,485
|
|
1,049,191
|
660,139
|
Less: Current
portion for cash flows expected to be incurred within one
year
|
(720,442
)
|
(413,794
)
|
Long-term portion,
end of period
|
$
328,749
|
$
246,345
|
Year Ending April
30,
|
|
2019
|
$
720,442
|
2020
|
-
|
2021
|
-
|
2022
|
-
|
2023
|
-
|
Thereafter
|
397,807
|
Subtotal
|
1,118,249
|
Effect of
discount
|
(69,058
)
|
Total
|
$
1,049,191
|
7.
|
Related Party Transactions
|
8.
|
Derivative Liabilities
|
|
Options
|
Weighted
Average
Exercise
Prices
|
|
|
|
Outstanding
– April 30, 2017
|
2,599,682
|
$
2.13
|
Granted
|
25,703
|
1.40
|
Exercised
|
(35,000
)
|
1.38
|
Forfeited/Cancelled
|
(35,000
)
|
1.38
|
Outstanding
– April 30, 2018
|
2,555,385
|
2.14
|
Granted
|
52,000
|
1.45
|
Outstanding
– April 30, 2019
|
2,607,385
|
$
2.13
|
Exercisable
– April 30, 2019
|
2,566,619
|
$
2.14
|
|
Options Outstanding
|
Options Exercisable
|
||
Exercise Price
|
Options
|
Weighted Avg.
Life
Remaining
(years)
|
Options
|
Weighted Average Exercise Price
|
$
1.30
|
12,000
|
0.04
|
12,000
|
$
0.01
|
$
1.38
|
1,795,958
|
7.34
|
1,775,192
|
$
0.95
|
$
1.40
|
25,703
|
8.64
|
25,703
|
$
0.01
|
$
1.50
|
40,000
|
9.25
|
20,000
|
$
0.01
|
$
1.98
|
5,000
|
7.27
|
5,000
|
$
0.00
|
$
2.00
|
457,402
|
6.17
|
457,402
|
$
0.36
|
$
2.87
|
65,334
|
5.81
|
65,334
|
$
0.07
|
$
3.00
|
51,001
|
6.66
|
51,001
|
$
0.06
|
$
3.39
|
12,000
|
6.89
|
12,000
|
$
0.02
|
$
6.00
|
10,000
|
5.74
|
10,000
|
$
0.02
|
$
12.00
|
132,987
|
4.52
|
132,987
|
$
0.63
|
|
2,607,385
|
|
2,566,619
|
|
Aggregate Intrinsic Value
|
$
-
|
|
$
-
|
|
|
April
30,
2019
|
April
30,
2018
|
Exercise
price
|
$
0.50
|
$
1.75 to 2.38
|
Risk-free interest
rate
|
2.24% to
2.43%
|
1.49% to
1.73%
|
Expected volatility
of underlying stock
|
141% to
144%
|
160%
to 170%
|
Expected life of
grants
|
4
– 10 years
|
3
years
|
Dividends
|
0%
|
0%
|
|
Number
of
Warrants
|
Weighted
Average
Exercise Price
|
Weighted
Average Life
Remaining
|
Outstanding
and exercisable – April 30, 2017
|
133,333
|
$
50.00
|
2.83
|
Forfeited
|
-
|
-
|
-
|
Granted/Expired
|
2,090,336
|
2.15
|
2.57
|
Outstanding
and exercisable – April 30, 2018
|
2,223,669
|
5.02
|
2.57
|
Forfeited
|
-
|
-
|
-
|
Granted/Expired
|
8,905,037
|
0.50
|
3.81
|
Outstanding
and exercisable – April 30, 2019
|
11,128,706
|
$
1.09
|
4.71
|
10.
|
Non-Controlling Interests
|
|
Bandolier
|
MegaWest
|
LBE
|
Total
|
Non–controlling
interests at May 1, 2017
|
$
(699,873
)
|
$
13,310,343
|
$
-
|
$
12,610,470
|
Contribution of
real estate by non-controlling interest holders
|
785,298
|
(13,497,191
)
|
-
|
(12,711,893
)
|
Non–controlling
interest share of income (losses)
|
(85,425
)
|
186,848
|
-
|
101,423
|
Non–controlling
interests at April 30, 2018
|
-
|
-
|
-
|
-
|
Contribution by
non-controlling interest holders
|
-
|
-
|
1,048,021
|
1,048,021
|
Non–controlling
interest share of income (losses)
|
-
|
-
|
(396,859
)
|
(396,859
)
|
Non–controlling
interests at April 30, 2019
|
$
-
|
$
-
|
651,162
|
$
651,162
|
11.
|
Income Taxes
|
|
For
the Year Ended
April
30,
2019
|
For
the Year Ended
April
30,
2018
|
Foreign
|
|
|
Current
|
$
-
|
$
-
|
Deferred
|
-
|
-
|
U.S.
Federal
|
|
|
Current
|
|
|
Deferred
|
(1,128,877
)
|
(4,217,889
)
|
|
|
|
U.S. State &
Local
|
|
|
Current
|
-
|
-
|
Deferred
|
(160,836
)
|
(478,113
)
|
|
|
|
Change in valuation
allowance
|
1,289,713
|
5,029,205
|
Income tax
provision (benefit)
|
$
-
|
$
333,203
|
|
April
30, 2019
|
April
30, 2018
|
U.S. net operating
loss carryovers
|
$
9,220,074
|
$
8,449,933
|
Depreciation
|
2,316,141
|
2,156,408
|
Impairment of oil and gas assets
|
5,087,832
|
4,851,566
|
Accretion of asset
retirement obligation
|
143,716
|
139,545
|
Stock-based
compensation
|
2,359,308
|
2,239,907
|
Total deferred tax
assets
|
19,127,071
|
17,837,358
|
Valuation
allowance
|
(19,127,071
)
|
(17,837,358
)
|
Deferred tax asset,
net of valuation allowance
|
$
-
|
$
-
|
|
April
30, 2019
|
April
30, 2018
|
Tax liability
– MegaWest
|
$
-
|
$
-
|
Total deferred tax
liability
|
$
-
|
$
-
|
|
For
the Year Ended
April
30, 2019
|
For
the Year Ended
April
30, 2018
|
U.S. federal
statutory rate
|
(21.00
)%
|
(27.50
)%
|
State income tax,
net of federal benefit
|
(2.99
)%
|
(3.12
)%
|
Change in
rate
|
0.00
%
|
(1.20
)%
|
Other permanent
differences
|
0.55
%
|
8.94
%
|
Change in valuation
allowance
|
23.44
%
|
24.50
%
|
Income tax
provision (benefit)
|
0.00
%
|
1.62
%
|
12.
|
Revenue from Contracts with Customers
|
|
For the Year
Ended
April 30,
2019
|
For the Year
Ended
April 30,
2018
|
Oil
sales
|
$
1,576,432
|
$
713,109
|
Natural gas
sales
|
45,645
|
10,300
|
Royalty
revenue
|
23,093
|
-
|
Total revenue from
customers
|
$
1,645,170
|
$
723,409
|
13.
|
Contingency and Contractual Obligations
|
14.
|
Subsequent Events
|
15.
|
Supplemental Information on Oil and Gas Operations
(Unaudited)
|
Oil
(MBbls)
|
2019
|
2018
|
|
|
|
Proved
developed producing
|
196
|
214
|
Non-producing
|
28
|
30
|
Proved
undeveloped
|
144
|
252
|
Total
Proved reserves as at April 30
|
368
|
496
|
Gas
(MCFs)
|
2019
|
2018
|
|
|
|
Proved developed
producing
|
334
|
137
|
Non-producing
|
28
|
25
|
Proved
undeveloped
|
313
|
349
|
Total Proved
reserves as at April 30
|
675
|
511
|
Costs Incurred in
Oil and Gas Activities:
|
2019
|
2018
|
|
|
|
Development
(1)
|
$
1,313,657
|
$
3,665,851
|
Exploration
|
-
|
-
|
Acquisition
|
2,425,482
|
|
|
$
3,739,139
|
$
3,665,851
|
|
●
|
Future
production will include production not only from proved properties,
but may also include production from probable and possible
reserves;
|
|
●
|
Future
production of oil and natural gas from proved properties may differ
from reserves estimated;
|
|
●
|
Future
production rates may vary from those estimated;
|
|
●
|
Future
rather than average first-day-of-the-month prices during the
previous 12-month period and costs as at the balance sheet date
will apply;
|
|
●
|
Economic
factors such as changes to interest rates, income tax rates,
regulatory and fiscal environments and operating conditions cannot
be determined with certainty;
|
|
●
|
Future
estimated income taxes do not take into account the effects of
future exploration expenditures; and
|
|
●
|
Future
development and asset retirement obligations may differ from those
estimated.
|
Future cash flows
relating to proved reserves:
|
2019
|
2018
|
Future cash
inflows
|
$
24,636,000
|
$
30,259,000
|
Future operating
costs
|
(8,923,000
)
|
(8,239,000
)
|
Future development
costs
|
(1,351,000
)
|
(1,759,000
)
|
Future income
taxes
|
(1,749,000
)
|
(2,147,000
)
|
Future net cash
flows
|
12,613,000
|
18,114,000
|
10% discount
factor
|
(5,684,000
)
|
(8,133,000
)
|
Standardized
measure
|
$
6,929,000
|
$
9,981,000
|
|
2019
|
2018
|
Standardized
measure, beginning of year
|
$
9,981,000
|
$
2,024,000
|
Sales
of oil produced, net of production costs
|
2,534,000
|
3,070,000
|
Net
changes in sales and transfer prices and in production costs and
production costs related to future production
|
(946,000
)
|
(3,091,000
)
|
Previously
estimated development costs incurred during the period
|
-
|
-
|
Changes
in future development costs
|
(408,000
)
|
1,144,000
|
Revisions
of previous quantity estimates due to prices and
performance
|
(671,000
)
|
5,216,000
|
Accretion
of discount
|
69,000
|
100,000
|
Discoveries,
net future production and development costs associated with these
extensions and discoveries
|
-
|
-
|
Purchases
and sales of minerals in place
|
2,839,000
|
-
|
Timing
and other
|
(6,469,000
)
|
1,518,000
|
Standardized
measure, end of year
|
$
6,929,000
|
$
9,981,000
|
|
PETRO RIVER OIL CORP.
|
||
|
|
|
|
|
By:
|
/s/ Scot Cohen
|
|
|
Name:
|
Scot
Cohen
|
|
|
Title:
|
Executive
Chairman
|
|
|
|
|
|
|
By:
|
/s/ David Briones
|
|
|
Name:
|
David
Briones
|
|
|
Title
|
Chief
Financial Officer
|
|
Date:
August 13, 2019
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Scot Cohen
|
|
Executive
Chairman and Director
|
|
August
13, 2019
|
Scot
Cohen
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/ David Briones
|
|
Chief
Financial Officer
|
|
August
13, 2019
|
David
Briones
|
|
(Principal
Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Glenn C. Pollack
|
|
Director
|
|
August
13, 2019
|
Glenn
C. Pollack
|
|
|
|
|
|
|
|
|
|
/s/ John Wallace
|
|
Director
|
|
August
13, 2019
|
John
Wallace
|
|
|
|
|
|
|
|
|
|
/s/ Fred Zeidman
|
|
Director
|
|
August
13, 2019
|
Fred
Zeidman
|
|
|
|
|
|
1 Year Petro River Oil (CE) Chart |
1 Month Petro River Oil (CE) Chart |
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