UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number 000-51612
_________________________________________________
(Exact name
of registrant as specified in its charter)
Nevada |
68-0542002 |
(State or other jurisdiction |
(I.R.S. Employer |
of incorporation or organization) |
Identification No. |
305 Camp Craft Road, Suite 525, Austin, TX
78746
(Address of principal executive offices) (zip code)
512.222.0975
(Registrants telephone number,
including area code)
Not Applicable
(Former name, former address
and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. |
Yes [X] |
No [ ] |
|
|
|
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). |
Yes [X] |
No [ ] |
i
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] |
Accelerated filer [ ] |
Non-accelerated filer [ ]
(Do not check if a smaller reporting company) |
Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). |
Yes [ ] |
No [X]
|
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date: 54,182,267 common shares issued and outstanding as at May 13, 2015.
ii
TABLE OF CONTENTS
iii
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Our unaudited consolidated financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles.
It is the opinion of management that the unaudited,
consolidated interim financial statements for the three and six months ended
March 31, 2015 include all adjustments necessary in order to ensure that the
unaudited consolidated interim financial statements are not misleading.
1
Arkanova Energy Corporation |
Consolidated Balance Sheets |
(unaudited) |
|
|
March 31, |
|
|
September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
4,139,348 |
|
$ |
646,814 |
|
Short term investment |
|
61,171 |
|
|
25,094 |
|
Oil and gas receivables |
|
52,996 |
|
|
117,174 |
|
Prepaid expenses and other |
|
250,556 |
|
|
609,512 |
|
Total current assets |
|
4,504,071 |
|
|
1,398,594 |
|
Property and equipment, net of accumulated
depreciation and impairment of $387,307 and $335,504 |
|
303,177 |
|
|
304,392 |
|
Oil and gas properties, full cost method |
|
|
|
|
|
|
Evaluated, net of
accumulated depletion and impairment of $19,076,848 and $18,382,583 |
|
321,509 |
|
|
725,240 |
|
Other Assets |
|
97,000 |
|
|
97,000 |
|
Total assets |
$ |
5,225,757 |
|
$ |
2,525,226 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
|
|
|
Accounts payable |
$ |
395,749 |
|
$ |
586,406 |
|
Accrued liabilities |
|
371,432 |
|
|
617,649 |
|
Due to related party |
|
26,779 |
|
|
38,029 |
|
Notes payable |
|
20,009 |
|
|
19,618 |
|
Project advances |
|
2,603,964 |
|
|
812,114 |
|
Other liabilities |
|
37,500 |
|
|
37,500 |
|
Total current liabilities |
|
3,455,433 |
|
|
2,111,316 |
|
Loans payable |
|
26,146 |
|
|
36,249 |
|
Notes payable |
|
14,963,861 |
|
|
11,811,025 |
|
Asset retirement obligations |
|
156,198 |
|
|
149,124 |
|
Other liabilities |
|
28,125 |
|
|
46,875 |
|
Total liabilities |
|
18,629,763 |
|
|
14,154,589 |
|
|
|
|
|
|
|
|
Contingencies and commitments |
|
|
|
|
|
|
Stockholders Deficit |
|
|
|
|
|
|
Common Stock, $0.001 par value,
1,000,000,000 shares authorized, 54,182,267
(September 30, 2014 54,182,267) shares issued and outstanding |
|
54,182 |
|
|
54,182 |
|
Additional paid-in capital |
|
19,392,843 |
|
|
19,387,453 |
|
Accumulated deficit |
|
(32,851,031 |
) |
|
(31,070,998 |
) |
Total stockholders deficit |
|
(13,404,006 |
) |
|
(11,629,363 |
) |
Total liabilities and stockholders deficit
|
$ |
5,225,757 |
|
$ |
2,525,226 |
|
See accompanying notes to unaudited consolidated financial
statements
2
Arkanova Energy Corporation |
Consolidated Statements of Operations |
(unaudited) |
|
|
Three months |
|
|
Three months |
|
|
Six months |
|
|
Six months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas sales |
$ |
71,907 |
|
$ |
172,050 |
|
$ |
209,808 |
|
$ |
385,318 |
|
Operator income |
|
20,250 |
|
|
20,250 |
|
|
40,500 |
|
|
40,500 |
|
Total revenue |
|
92,157 |
|
|
192,300 |
|
|
250,308 |
|
|
425,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
312,447 |
|
|
362,412 |
|
|
637,676 |
|
|
712,011 |
|
Oil and gas production costs |
|
91,682 |
|
|
210,743 |
|
|
258,599 |
|
|
403,230 |
|
Accretion |
|
3,539 |
|
|
3,225 |
|
|
7,074 |
|
|
6,446 |
|
Depletion |
|
84,334 |
|
|
79,514 |
|
|
149,189 |
|
|
160,355 |
|
Impairment of oil and gas properties
|
|
429,606 |
|
|
152,317 |
|
|
545,076 |
|
|
244,728 |
|
Operating loss |
|
(829,451 |
) |
|
(615,911 |
) |
|
(1,347,306 |
) |
|
(1,100,952 |
) |
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(221,941 |
) |
|
(175,093 |
) |
|
(432,727 |
) |
|
(337,872 |
)
|
Net loss |
$ |
(1,051,392 |
) |
$ |
(791,004 |
) |
$ |
(1,780,033 |
) |
$ |
(1,438,824 |
) |
Loss per share basic and diluted |
$ |
(0.02 |
) |
$ |
(0.01 |
) |
$ |
(0.03 |
) |
$ |
(0.03 |
)
|
Basic weighted average common shares
outstanding |
|
54,182,000 |
|
|
53,664,000 |
|
|
54,182,000 |
|
|
51,566,000 |
|
Diluted weighted average common shares outstanding |
|
54,182,000 |
|
|
53,664,000 |
|
|
54,182,000 |
|
|
51,566,000 |
|
See accompanying notes to unaudited consolidated financial
statements
3
Arkanova Energy Corporation |
Consolidated Statements of Cash Flows |
(unaudited) |
|
|
Six months |
|
|
Six months |
|
|
|
Ended |
|
|
Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
Net loss |
$ |
(1,780,033 |
) |
$ |
(1,438,824 |
) |
|
|
|
|
|
|
|
Adjustment to reconcile net loss to net cash
used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion |
|
7,074 |
|
|
6,446 |
|
Depreciation |
|
51,803 |
|
|
52,703 |
|
Depletion |
|
149,189 |
|
|
160,355 |
|
Impairment of
oil and gas properties |
|
545,076 |
|
|
244,728 |
|
Stock-based compensation |
|
5,390 |
|
|
101,967 |
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
Prepaid expenses
and other receivables |
|
358,956 |
|
|
(228,974 |
) |
Oil and gas receivables |
|
64,178 |
|
|
43,390 |
|
Accounts payable
and accrued liabilities |
|
(452,590 |
) |
|
(199,592 |
) |
Accrued interest |
|
431,619 |
|
|
337,104 |
|
Due to related
parties |
|
(11,250 |
) |
|
(213,000 |
) |
|
|
|
|
|
|
|
Net Cash Used in Operating Activities |
|
(630,588 |
) |
|
(1,133,697 |
) |
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of equipment |
|
(50,588 |
) |
|
(75,729 |
) |
Oil and gas property expenditures |
|
(28,601 |
) |
|
(101,631 |
) |
Project advances |
|
1,791,850 |
|
|
1,395,000 |
|
Purchase of short term investment |
|
(61,202 |
) |
|
(10,000 |
) |
Proceeds from short term investment |
|
25,125 |
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Investing Activities
|
|
1,676,584 |
|
|
1,207,640 |
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on debt |
|
(28,462 |
) |
|
(30,794 |
) |
Proceeds from issuance of promissory notes |
|
2,475,000 |
|
|
1,705,000 |
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities |
|
2,446,538 |
|
|
1,674,206 |
|
|
|
|
|
|
|
|
Net Change in Cash |
|
3,492,534 |
|
|
1,748,149 |
|
|
|
|
|
|
|
|
Cash and cash equivalents beginning of period |
|
646,814 |
|
|
540,636 |
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
$ |
4,139,348 |
|
$ |
2,288,785 |
|
Supplemental Cash Flow and Other Disclosures (Note 11)
See accompanying notes to unaudited consolidated financial
statements
4
Arkanova Energy Corporation |
Notes to Unaudited Consolidated Financial Statements
|
NOTE 1: BASIS OF PRESENTATION
Arkanova Energy Corporation (formerly Alton Ventures, Inc.)
(Arkanova or the Company) was incorporated in the state of Nevada on
September 6, 2001 to engage in the acquisition, exploration and development of
mineral properties.
On May 21, 2013, the Nevada Secretary of State accepted for
filing the articles of dissolution for the subsidiary Arkanova Development, LLC.
Balances remaining were transferred to the intercompany accounts.
In the opinion of management, the accompanying unaudited
consolidated financial statements include all adjustments, consisting of only
normal recurring accruals, necessary for a fair statement of financial position,
results of operations, and cash flows. The information included in this
quarterly report on Form 10-Q should be read in conjunction with the
consolidated financial statements and the accompanying notes included in our
Annual Report on Form 10-K for the year ended September 30, 2014. The accounting
policies are described in the Notes to the Consolidated Financial Statements
in the 2014 Annual Report on Form 10-K and updated, as necessary, in this Form
10-Q. The year-end consolidated balance sheet data presented for comparative
purposes was derived from audited financial statements, but does not include all
disclosures required by accounting principles generally accepted in the United
States. The results of operations for the six months ended March 31, 2015 are
not necessarily indicative of the operating results for the full year or for any
other subsequent interim period.
NOTE 2: GOING CONCERN
Arkanova is primarily engaged in the acquisition, exploration
and development of oil and gas resource properties. Arkanova has incurred losses
of $32,851,031 since inception at March 31, 2015. Management plans to raise
additional capital through equity and/or debt financings. These factors raise
substantial doubt regarding Arkanovas ability to continue as a going
concern.
NOTE 3: SHORT TERM INVESTMENT
On November 22, 2013, the Company invested in a deposit for
$25,000 (September 30, 2014 - $25,000). The term of the investment was 12
months, maturing on November 22, 2014 and bearing interest at a rate of 0.5%
annually. Interest earned on the investment during the six months ended ended
March 31, 2015 was $32. The investment was to secure a letter to the US
Environmental Protection Agency for $23,595 for one of the Companys wells.
On November 22, 2014, the Company invested in a deposit for
$25,125. The term of the investment is 12 months, maturing on November 22, 2015
and bears interest at a rate of 0.3% annually. Interest earned on the investment
during the six months ended March 31, 2015 was $18. The investment is to secure
a letter to the US Environmental Protection Agency for $23,595 for one of the
Companys wells.
On December 2, 2014, the Company invested in two deposits for
$18,000 each. The term of the investments is 12 months, maturing on December 2,
2015 and bears interest at a rate of 0.3% annually. Interest earned on the
investments during the six months ended March 31, 2015 was $26. The investments
are to secure two letters to the US Environmental Protection Agency for $18,000
each for two of the Companys wells.
NOTE 4: OIL AND GAS INTERESTS
Arkanova is currently participating in oil and gas exploration
activities in Colorado and Montana. All of Arkanovas oil and gas properties are
located in the United States.
Proven and Developed Properties, Colorado and Montana
During the six months ended March 31, 2015, the Company
incurred costs of $290,534 that were capitalized to their oil and gas
properties. At March 31, 2015, the carrying value of the evaluated oil and gas
properties exceeded the present value of the estimated future net revenue;
therefore, an impairment of $545,076 (September 30, 2014 - $630,787) was
recorded. The carrying value of Arkanovas evaluated oil and gas properties at
March 31, 2015 and September 30, 2014 was $321,509 and $725,240,
respectively.
During the year ended September 30, 2014, the Company received
$1,395,000 of project advances and $582,886 was re-allocated to oil and gas
properties to offset against the costs for the other working interest partners.
During the six months ended March 31, 2015, the Company received an additional
$2,025,000 of project advances and $233,150 was re-allocated to oil and gas
properties to offset against the costs for the other working interest partners.
As of March 31, 2015, a total of $816,036 of the total project advances of
$3,420,000 was re-allocated to oil and gas properties to offset against the
costs for the other working interest partners. At March 31, 2015, the Company
holds $2,603,964 of project advances shown as a current liability on the
consolidated balance sheet. These funds were received from the other working interest partners and will be
used for costs to be incurred on the waterflood project and on drilling of
Bekkan Well.
5
NOTE 5: EARNINGS (LOSS) PER SHARE
A reconciliation of the components of basic and diluted net
income per common share is presented in the tables below:
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
Income |
|
|
Shares |
|
|
Per |
|
|
Income |
|
|
Shares |
|
|
Per |
|
|
|
(Loss) |
|
|
Outstanding |
|
|
Share |
|
|
(Loss) |
|
|
Outstanding |
|
|
Share |
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to common stock |
$ |
(1,051,392 |
) |
|
54,182,000 |
|
$ |
(0.02 |
) |
$ |
(791,004 |
) |
|
53,664,000 |
|
$ |
(0.01 |
) |
Effective of Dilutive
Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to common stock,
including assumed conversions |
$ |
(1,051,392 |
) |
|
54,182,000 |
|
$ |
(0.02 |
) |
$ |
(791,004 |
) |
|
53,664,000 |
|
$ |
(0.01 |
) |
|
|
For the Six Months Ended March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
Income |
|
|
Shares |
|
|
Per |
|
|
Income |
|
|
Shares |
|
|
Per |
|
|
|
(Loss) |
|
|
Outstanding |
|
|
Share |
|
|
(Loss) |
|
|
Outstanding |
|
|
Share |
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to common stock |
$ |
(1,780,033 |
) |
|
54,182,000 |
|
$ |
(0.03 |
) |
$ |
(1,438,824 |
) |
|
51,566,000 |
|
$ |
(0.03 |
) |
Effective of Dilutive
Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to common stock,
including assumed conversions |
$ |
(1,780,033 |
) |
|
54,182,000 |
|
$ |
(0.03 |
) |
$ |
(1,438,824 |
) |
|
51,566,000 |
|
$ |
(0.03 |
) |
NOTE 6: RELATED PARTY TRANSACTIONS
(a) |
At March 31, 2015, the Company owed backpay of $3,750
(September 30, 2014 - $5,000) to the President of the Company and $23,029
(September 30, 2014 - $33,029) to the CFO of the Company. |
|
|
(b) |
On October 1, 2014, the Company entered into a revised
executive employment agreement with the Chief Executive Officer of the
Company. The revised executive employment agreement replaced the agreement
that was entered into on March 1, 2014. Pursuant to the terms of the
revised executive employment agreement the Chief Executive Officer will
receive an annual salary of $240,000 for a term of one year. The revised
executive employment agreement will automatically renew if not terminated
in writing by either party no less than sixty days prior to the expiration
of the revised executive employment agreement. |
|
|
(c) |
On October 1, 2014, the Company entered into a revised
executive employment agreement with the Chief Financial Officer of the
Company. The revised executive employment agreement replaced the agreement
that was entered into on March 1, 2014. Pursuant to the terms of the
revised executive employment agreement the Chief Financial Officer will
receive an annual salary of $175,000 for a term of one year. The revised
executive employment agreement will automatically renew if not terminated
in writing by either party no less than sixty days prior to the expiration
of the revised executive employment agreement. |
6
NOTE 7: NOTES PAYABLE
(a) |
On November 15, 2013, the Companys subsidiary entered
into a Loan Modification Agreement to borrow an additional $1,705,000 for
a total amount of $11,811,025, extend the maturity date from March 31,
2014 to December 31, 2015, and converted outstanding accrued interest of
$466,815 into 4,668,152 shares of common stock at a deemed price of $0.10
per share. The common shares were issued on January 10, 2014. |
|
|
|
Arkanova evaluated the November 15, 2013 modification
under the guidance found in ASC 470-50 and ASC 470-60 and determined that
the carrying value of the 2012 Note did not exceed the total future cash
payments of the 2013 Note and that the notes were not substantially
different. As a result, it was concluded that the revised terms
constituted a debt modification rather than a debt extinguishment and no
gain or loss was recorded. |
|
|
|
On November 1, 2014, the Companys subsidiary entered
into a Loan Modification Agreement to borrow an additional $2,475,000 for
a total loan amount of $14,963,861 which includes accrued interest of
$677,836. In addition the maturity date was extended from December 31,
2015 to December 31, 2016 and the ability of the Company to pay interest
in shares of the Companys common stock was terminated. |
|
|
|
Arkanova evaluated the November 1, 2014 modification
under the guidance found in ASC 470-50 and ASC 470-60 and determined that
the carrying value of the 2013 Note did not exceed the total future cash
payments of the 2014 Note and that the notes were not substantially
different. As a result, it was concluded that the revised terms
constituted a debt modification rather than a debt extinguishment and no
gain or loss was recorded. |
|
|
(b) |
On June 25, 2013, the Company entered into a loan
agreement in the amount of $79,300 to purchase equipment. The loan bears
interest at 3.95% and is to be repaid in 48 equal monthly installments
commencing July 28, 2013. During the six months ended March 31, 2015, the
Company repaid a principal amount of $9,712 (2014 $9,337). The balance
of the loan is $46,155 at March 31, 2015 (September 30, 2014 -
$55,867). |
NOTE 8: COMMON STOCK
Common Stock
The Company did not issue any common shares during the six
months ended March 31, 2015.
Stock Options
On April 25, 2007, Arkanova adopted a stock option plan named
the 2007 Stock Option Plan (the Plan), the purpose of which is to attract and
retain the best available personnel and to provide incentives to employees,
officers, directors and consultants, all in an effort to promote the success of
Arkanova. Prior to the grant of options under the 2007 Stock Option Plan, there
were 5,000,000 shares of Arkanovas common stock available for issuance under
the plan.
On July 17, 2010, Arkanova amended and restated the 2008
Amended Stock Option Plan to revise the termination provision for vested
Non-Qualified Stock Options. The termination date of vested Non-Qualified Stock
Options was extended from a period of three months to a period of one year.
On November 1, 2014, Arkanova granted 100,000 stock options
valued at $3,871 with immediate vesting to an employee to acquire 100,000 stock
options at an exercise price of $0.10 per share expiring in 5 years. The grant
date fair value of the options using the Black-Scholes option pricing model was
$0.04 per share using the following assumptions:
Expected dividend yield |
0.00% |
Expected volatility |
206% |
Expected life (in years) |
5.00 |
Risk-free interest rate |
1.62% |
During the six months ended March 31, 2015 and 2014, no stock
options were exercised. Stock-based compensation of $3,871 (2014 - $101,967) was
recorded for the six months ended March 31, 2015. During the six months ended
March 31, 2015 and 2014, no stock options expired unexercised and 250,000 (2013
nil) stock options were cancelled.
7
A summary of Arkanovas stock option activity is as follows:
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Aggregate |
|
|
|
Number of |
|
|
Weighted Average |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Options |
|
|
Exercise Price |
|
|
Contractual Term |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30, 2014 |
|
4,800,000 |
|
$ |
0.05* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
100,000 |
|
|
0.05* |
|
|
|
|
|
|
|
Cancelled |
|
(250,000 |
) |
|
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March
31, 2015 |
|
4,650,000 |
|
$ |
0.05* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, March
31, 2015 |
|
4,650,000 |
|
$ |
0.05* |
|
|
3.83
|
|
$ |
|
|
* On February 25, 2015, Arkanova amended the terms of the
outstanding stock options to decrease the exercise prices from $0.10 to $0.05.
The weighted average grant date fair value of the modified stock options was
$0.02 and Arkanova recognized an additional stock-based compensation expense of
$1,519 related to the modification.
The fair value of each option amendment was estimated on the
date of the amendment using the Black-Scholes option pricing model with the
following weighted average assumptions:
|
|
Pre - |
|
|
Post - |
|
|
|
Amendment |
|
|
Amendment |
|
|
|
|
|
|
|
|
Expected dividend yield |
|
0.00% |
|
|
0.00% |
|
Expected volatility |
|
220% |
|
|
220% |
|
Expected life (in years) |
|
3.92 |
|
|
3.92 |
|
Risk-free interest rate |
|
1.20% |
|
|
1.20% |
|
At March 31, 2015, there was $0 of unrecognized compensation
costs related to non-vested share-based compensation arrangements granted under
the Plan. There was $0 intrinsic value associated with the outstanding options
at March 31, 2015.
NOTE 9: COMMITMENTS
See Note 7.
(a) |
The Company, as an owner or lessee and operator of oil
and gas properties, is subject to various federal, state and local laws
and regulations relating to discharge of materials into, and protection
of, the environment. These laws and regulations may, among other things,
impose liability on the lessee under an oil and gas lease for the cost of
pollution clean-up resulting from operations and subject the lessee to
liability for pollution damages. In some instances, the Company may be
directed to suspend or cease operations in the affected area. The Company
maintains insurance coverage, which it believes is customary in the
industry, although the Company is not fully insured against all
environmental risks. The Company is not aware of any environmental claims
existing as of March 31, 2015, which have not been provided for, covered
by insurance or otherwise have a material impact on its financial position
or results of operations. There can be no assurance, however, that current
regulatory requirements will not change, or past noncompliance with
environmental laws will not be discovered on the Companys
properties. |
|
|
(b) |
On June 10, 2011, the Company commenced a lease agreement
for a period of 62 months. The monthly base rate begins at $2,750 and
increases every 12 months at the average rate of $2,883 per month over the
term of the lease. Lease expense for the six months ended March 31, 2015
was $29,550 (2014 - $29,027). Lease payments at the monthly base rate for
the remainder of the lease term are as
follows: |
2015 |
$ |
18,792 |
|
2016 |
$ |
32,083 |
|
8
(c) |
On December 14, 2012, the Company reached a preliminary
settlement with Ms. Billie Eustice, whereby it is contemplated that the
Company will pay Ms. Eustice $150,000 over four years beginning January
28, 2013 in 48 equal monthly installments in settlement of all outstanding
matters and issues between Ms. Eustice and the Company, including the
balance owing on the consulting agreement in the amount of $125,000, oil
barrels in the tanks at time of purchase, and a refund of $12,000 that was
a tax refund prior to the purchase of Provident Energy and cashed by
Provident Energy after the purchase. During the year ended September 30,
2013, the Company recorded a loss of $29,165 on settlement of debt which
represents the difference between the amount recorded in accounts payable
before the settlement and the agreed settlement amount of $150,000. During
the six months ended March 31, 2015, the Company repaid a total of $18,750
(2014 - $18,750) to Ms. Eustice. At March 31, 2015, there is a total
balance owing of $65,625 of which $37,500 is current and $28,125 is long
term. The following principal payments are
required: |
2015 |
$ |
18,750 |
|
2016 |
$ |
37,500 |
|
2017 |
$ |
9,375 |
|
NOTE 10: ASSET RETIREMENT OBLIGATIONS
Changes in Arkanovas asset retirement obligations were as
follows:
|
|
Six months |
|
|
Year |
|
|
|
Ended |
|
|
Ended |
|
|
|
March 31, |
|
|
September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Asset retirement obligations, beginning of
period |
$ |
149,124 |
|
$ |
135,888 |
|
Accretion expense
|
|
7,074
|
|
|
13,236 |
|
|
|
|
|
|
|
|
Asset retirement
obligations, end of period |
$ |
156,198 |
|
$ |
149,124 |
|
NOTE 11: SUPPLEMENTAL CASH FLOW AND OTHER
DISCLOSURES
|
|
Six months |
|
|
Six months |
|
|
|
Ended |
|
|
Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Supplemental Disclosures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
$ |
1,020 |
|
$ |
1,421 |
|
Income taxes paid |
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
Non-cash Financing and Investing Activities |
|
|
|
|
|
|
Shares issued to settle
accrued interest |
$ |
|
|
$ |
466,815 |
|
Accounts payable related to capital
expenditures |
$ |
261,933 |
|
$ |
|
|
NOTE 12: SUBSEQUENT EVENT
On April 20, 2015, the Company invested in a deposit for
$68,000. The term of the investment is 36 months, maturing on April 20, 2018 and
bears interest at a rate of 2.6% annually. The investment is to secure a letter
to the US Environmental Protection Agency for $68,000 for four of the Companys
wells.
9
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expect, plan, anticipate, believe, estimate, predict,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors, that may cause our companys or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our interim, unaudited consolidated financial statements are
stated in United States dollars and are prepared in accordance with United
States generally accepted accounting principles. The following discussion should
be read in conjunction with our unaudited consolidated financial statements and
the related notes that appear elsewhere in this report.
In this report, unless otherwise specified, all references to
common shares refer to the shares of our common stock and the terms we,
us, our company and Arkanova mean Arkanova Energy Corporation.
Results of Operations for the period ended March 31, 2015
and 2014
The following summary of our results of operations should be
read in conjunction with our unaudited consolidated financial statements for the
three and six months ended March 31, 2015 and 2014, which are included
herein:
|
|
Three months |
|
|
Three months |
|
|
Six months |
|
|
Six months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas sales |
$ |
71,907 |
|
$ |
172,050 |
|
$ |
209,808 |
|
$ |
385,318 |
|
Operator income |
|
20,250 |
|
|
20,250 |
|
|
40,500 |
|
|
40,500 |
|
Total revenue |
|
92,157 |
|
|
192,300 |
|
|
250,308 |
|
|
425,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
312,447 |
|
|
362,412 |
|
|
637,676 |
|
|
712,011 |
|
Oil and gas production costs |
|
91,682 |
|
|
210,743 |
|
|
258,599 |
|
|
403,230 |
|
Accretion |
|
3,539 |
|
|
3,225 |
|
|
7,074 |
|
|
6,446 |
|
Depletion |
|
84,334 |
|
|
79,514 |
|
|
149,189 |
|
|
160,355 |
|
Impairment of oil and gas properties
|
|
429,606 |
|
|
152,317 |
|
|
545,076 |
|
|
244,728 |
|
Operating loss |
|
(829,451 |
) |
|
(615,911 |
) |
|
(1,347,306 |
) |
|
(1,100,952 |
) |
Other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(221,941 |
) |
|
(175,093 |
) |
|
(432,727 |
) |
|
(337,872 |
)
|
Net loss |
$ |
(1,051,392 |
) |
$ |
(791,004 |
) |
$ |
(1,780,033 |
) |
$ |
(1,438,824 |
) |
10
Revenues
During the three-month period ended March 31, 2015, our
revenues decreased by $100,143 (approximately 52%) compared to the same period
in 2014 due to the decrease in oil pricing.
During the six-month period ended March 31, 2015, our revenues
decreased by $175,510 (approximately 41%) compared to the same period in 2014
due to the decrease in oil pricing.
Expenses
Expenses increased by $213,540 (approximately 35%) during the
three-months ended March 31, 2015 compared to the same period in 2014 because
our company recognized an impairment of oil and gas properties of $429,606 in
2015 compared to $152,317 in 2014. The increase in impairment charge was offset
by the decrease in oil and gas production costs. Oil and gas production costs
decreased by $119,061 (approximately 56%) compared to the same period in 2014
due to the closure of several marginal producing wells.
Expenses increased by $246,354 (approximately 22%) during the
six-months ended March 31, 2015 compared to the same period in 2014 because our
company recognized an impairment of oil and gas properties of $545,076 in 2015
compared to $244,728 in 2014. The increase in impairment charge was offset by
the decrease in oil and gas production costs. Oil and gas production costs
decreased by $144,631 (approximately 36%) compared to the same period in 2014
due to the closure of several marginal producing wells.
Liquidity and Capital Resources
Working Capital
|
|
March 31 |
|
|
September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
|
(unaudited) |
|
|
(audited) |
|
Current assets |
$ |
4,504,071 |
|
|
1,398,594 |
|
Current liabilities |
$ |
3,455,433 |
|
|
2,111,316 |
|
Working capital (deficiency) |
$ |
1,048,638 |
|
|
(712,722 |
) |
We had cash and cash equivalents of $4,139,348 compared to cash
and cash equivalents of $646,814 as at our financial year-end of September 30,
2014. This increase is largely due to the additional loan proceeds of $2,475,000
and project advance of $2,025,000 received during the six months ended March 31,
2015.
Significant changes in balance sheets items
Prepaid expenses and other
At March 31, 2015, our company has $250,556 of prepaid expenses
and other assets compared to $609,512 at September 30, 2014. The balance
consists of amount receivable from our companys working interest partners and
other prepaid expenses. During the six months ended March 31, 2015, our company
received $126,582 from Aton and $432,278 from Knightwall. At March 31, 2015,
$51,058 is receivable from Aton compared to $135,231 at September 30, 2014. At
March 31, 2015, $178,703 is receivable from Knightwall compared to $462,550 at
September 30, 2014.
Project advances
In the spring of 2014, the US Environmental Protection Agency
issued an injection well permit to Provident Energy of Montana, LLC, Arkanovas
100% owned subsidiary, for the purpose of water injection into the MAX 1 well #
2817. The permit allowed our company to commence the re-activation of waterflood
operations on our companys Montana lease acreage, The Two Medicine Cut Bank Sand Unit.
Waterflood operations started in October 2014 and are continuing as of the date
of this report.
11
During the year ended September 30, 2014, our company received
advances of $1,395,000 from the other working interest partners in relation to
the Waterflood project. During the six months ended March 31, 2015, our company
received an additional $2,025,000 of project advances. At March 31, 2015, our
company holds a balance of $2,603,964 of project advances shown as a current
liability on the consolidated balance sheet. We intend on using these funds for
costs incurred on the waterflood project and on drilling of the new Bekkan
well.
Estimated Expenses for the Next 12-Month Period
We anticipate that we will require approximately $4,400,000 for
operating expenses during the next 12 months as set out below.
Waterflood Project |
$ |
1,300,000 |
|
New Vertical Bakken Well |
|
1,500,000 |
|
Employee and Consultant Compensation |
|
700,000 |
|
Professional Fees |
|
100,000 |
|
General and Administrative Expenses |
|
800,000 |
|
|
$ |
4,400,000 |
|
Our companys principal cash requirements are for our
waterflood project and new infield well drilling development. We anticipate such
expenses will rise as we proceed to determine the feasibility of developing our
current or future property interests. Provident Energys 55% cost portion of the
$1,300,000 and $1,500,000 amounts to $715,000 and $825,000 respectively. Funds
for the partners 45% cost portion have already been received. Our company has
completed the installation of the necessary injection pumps and electrical
automation for the waterflood pilot plant. This will give the company a maximum
estimated injection capacity of 5,000 bbls per day. Our company has also
completed the installation and integration of its water supply well, providing
an estimated 2,500 bbls of water for injection above the production water
volumes currently being injected.
We estimate that we will require approximately $4,400,000 over
the next 12-month period to fund our plan of operations. Our company plans to
raise the capital required to satisfy our immediate short-term needs and
additional capital required to meet our estimated funding requirements for the
next 12-months primarily through the private placement of our equity securities
and debt arrangements. There is no assurance that our company will be able to
obtain further funds required for our continued working capital requirements.
The ability of our company to meet our financial liabilities and commitments is
primarily dependent upon the continued financial support of our directors and
shareholders, the continued issuance of equity to new shareholders, and our
ability to achieve and maintain profitable operations.
There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further long-term financing, successful exploration of our property interests,
the identification of reserves sufficient enough to warrant development,
successful development of our property interests and, finally, achieving a
profitable level of operations. The issuance of additional equity securities by
us could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.
Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on our audited consolidated
financial statements for the year ended September 30, 2014, our independent
auditors included an explanatory paragraph regarding substantial doubt about our
ability to continue as a going concern. Our statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
12
Outstanding Promissory Note
On August 6, 2012, our wholly owned subsidiary, Arkanova
Acquisition Corporation (Acquisition Corp.), entered into a Loan Modification
Agreement and an Amended and Restated Note Purchase Agreement with Aton Select
Funds Limited (Aton) which were effective as of July 1, 2012, whereby Aton
agreed to increase the amount outstanding under the an outstanding 2011
promissory note by $1,000,000.00 (the 2012 Additional Loan Amount) and
consolidate the remaining balance under the 2011 promissory note and the 2012
Additional Loan Amount into one new amended and restated promissory note in the
principal amount of $8,315,000.00 (the 2012 Note).
The 2012 Note accrued interest at the rate of 6% per annum, was
due and payable on June 30, 2013, was secured by a pledge of all of our
subsidiarys interest in its wholly owned subsidiary, Provident Energy
Associates of Montana, LLC (Provident). Interest on the 2012 Note was payable
10 days after maturity in shares of our common stock. The number of shares of
our common stock payable as interest on the 2012 Note was determined by dividing
$498,900 by the average stock price for our common stock over the 15 business
day period immediately preceding the date on which the 2012 Note matured. Our
subsidiarys obligations under the 2012 Note were guaranteed by our company
pursuant to a guaranty agreement dated as of July 1, 2012.
Effective February 6, 2013, Acquisition Corp. further modified
its loan with Aton effective such that Aton increased the amount outstanding
under the 2012 Note by $1,500,000.00 (the 2013 Additional Loan Amount) and
consolidated the remaining balance, including accrued interest from July 1, 2012
to February 6, 2013 equal to approximately $291,025, under the 2012 Note and the
2013 Additional Loan Amount into one new amended and restated promissory note in
the principal amount of $10,106,025.00 (the 2013 Note). The 2013 Note bears
interest at the rate of 6% per annum, was initially due and payable on March 31,
2014, and is secured by a pledge of all of our wholly owned subsidiarys
interest in its wholly owned subsidiary, Provident. Interest on the 2013 Note
was payable 10 days after maturity in shares of our common stock. On February 8,
2013, we received $500,000 of the 2013 Additional Loan Amount. We received the
$1,000,000 balance on June 4, 2013, completing delivery of the loan proceeds.
On November 22, 2013, our company and Acquisition Corp. entered
into another note amendment and interest conversion agreement with Aton
effective November 15, 2013, whereby: (i) Aton agreed to increase the amount
outstanding under the 2013 Note by $1,705,000.00 such that the outstanding
principal balance under the 2013 Note equaled $11,811,025.00; (ii) Aton
converted the outstanding accrued interest equal to $466,815.29 into 4,668,152
shares of our common stock at a deemed price of $0.10 per share; and (iii) Aton
agreed to extend the maturity date under the 2013 Note from March 31, 2014 to
December 31, 2015. The 2013 Note was deemed to be amended in all manners and
respects in order to effect the additional loan amount, the conversion and the
extension and, in all other respects, the 2013 Note remained unchanged and in
full force and effect.
On November 1, 2014, our company and Acquisition Corp. entered
into another note amendment agreement with Aton effective November 1, 2014,
whereby the parties agreed:
|
(a) |
the maturity date under the 2013, as amended, extended
from December 31, 2015 to December 31, 2016 (the Extension), |
|
|
|
|
(b) |
the current outstanding accrued interest under the 2013
Note equal to $677,836.40 was added to the principal amount of the Note
(the Added Interest), |
|
|
|
|
(c) |
Aton agreed to loan to Acquisition Corp. an additional
$2,475,000.00 (the Additional Loan Amount) such that the outstanding
balance under the Note (including the Added Interest) equals
$14,963,861.40 (the Amended Principal Amount), and |
|
|
|
|
(d) |
the sections of the 2013 Note with respect to payment of
interest in shares of our common were deleted such that interest payments
in shares of our common stock were no longer allowed (the Interest
Payment Amendment). |
13
The 2013 Note was deemed to be amended in all manners and
respects related to the Additional Loan Amount, the Extension and the Interest
Payment Amendment and, in all other respects, the 2013 Note, as amended,
remained unchanged and in full force and effect.
Drilling, Remediation and Seismic Costs
We estimate that our exploration and development costs on our
property interests will be approximately $2,800,000 during the next
12-months.
Estimated Timeline of Waterflood Project and Other Activity
on Property:
|
Date
|
Objective |
|
10/01/2014 |
Began waterflood operations
|
|
10/01/2015 |
Drill vertical Bakken test well #1021 (Southern
Star) |
|
12/31/2015 |
Estimated completion of pilot
waterflood construction. Permitting and weather will effect this timeline.
|
We intend to continue to outsource our professional and
personnel requirements by retaining consultants on an as needed basis. We
estimate that our consultant and related professional compensation expenses for
the next 12-month period will be approximately $700,000.
Employee and Consultant Compensation
On November 11, 2014, we entered into an executive employment
agreement effective October 1, 2014 with Pierre Mulacek, our chief executive
officer, president and a director of our company. We agreed to pay an annual
salary of $240,000 to Mr. Mulacek in consideration for him carrying out his
duties as an executive of our company. Mr. Mulacek disclosed his interest with
respect to the executive employment agreement and abstained from voting on the
approval of the agreement. The agreement replaces a former written agreement
effective July 17, 2012, as amended on March 1, 2014 (reducing Mr. Mulaceks
salary from $240,000 to $135,000 per annum), which expired on July 17, 2014. The
parties had continued under the terms of the former written agreement and sought
to document the terms with an updated written agreement on the same terms of the
former agreement. The only term of the new executive employment agreement that
has been revised is the compensation has returned to $240,000 per annum.
Pursuant to the terms of the agreement, and in the event our
company undergoes a Change of Control Event (as defined in the agreement and
described below), the agreement will automatically terminate and our company is
required to pay to Mr. Mulacek an amount equal to the total of:
|
(a) |
$360,000 (calculated as 18-months salary payable under
the agreement); and |
|
|
|
|
(b) |
the cost for a period of 18 months to obtain family
and/or spousal health insurance that is similar in coverage to that
provided to Mr. Mulacek as of the date of the change of
control. |
On November 11, 2014, we also entered into an executive
employment agreement effective October 1, 2014 with Reginald Denny, our chief
financial officer and a director of our company. We agreed to pay an annual
salary of $175,000 to Mr. Denny in consideration for him carrying out his duties
as an executive of our company. Mr. Denny disclosed his interest with respect to
the executive employment agreement and abstained from voting on the approval of
the agreement. The agreement also replaces a former written agreement effective
July 17, 2012, as amended effective October 1, 2013 (reducing Mr. Dennys salary
from $190,000 to $175,000 per annum), which also expired on July 17, 2014. The
parties had continued under the terms of the former written agreement and sought
to document the terms with an updated written agreement on the same terms of the
former agreement. Under the new executive employment agreement, Mr. Dennys
compensation remains at $175,000.
14
Pursuant to the terms of the agreement, and in the event our
company undergoes a Change of Control Event (as defined in the agreement and
described below), the agreement will automatically terminate and our company is
required to pay to Mr. Denny an amount equal to the total of:
|
(a) |
$262,500 (calculated as 18-months salary payable under
the agreement); and |
|
|
|
|
(b) |
the cost for a period of 18 months to obtain family
and/or spousal health insurance that is similar in coverage to that
provided to Mr. Denny as of the date of the change of
control. |
Under both executive employment agreements, a Change of Control
Event means the occurrence of any one of the following events:
1. |
the acquisition, other than from our company, of
beneficial ownership of 50% or more of either the then outstanding shares
of common stock of our company or the combined voting power of the then
outstanding voting securities of our company entitled to vote generally in
the election of directors; |
|
|
2. |
the approval by the stockholders of our company of a
reorganization, merger or consolidation of our company in which the
individuals and entities who were the respective beneficial owners of the
common stock and voting securities immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such reorganization, merger
or consolidation; or |
|
|
3. |
a liquidation or dissolution of our company or the sale
or disposition of all or substantially all of the assets of our company,
which, for greater certainty, is deemed to occur in the event our company
sells or disposes of all or substantially all of the assets of a
subsidiary of our company. |
Professional Fees
We expect to incur on-going legal, accounting and audit
expenses to comply with our reporting responsibilities as a public company under
the United States Securities Exchange Act of 1934, as amended, in
addition to general legal fees for oil and gas and general corporate matters. We
estimate our legal and accounting expenses for the next 12-months to be
approximately $100,000.
General and Administrative Expenses
We anticipate spending $800,000 on general and administrative
costs in the next 12-month period. These costs primarily consist of expenses
such as lease payments, office supplies, insurance, travel, office expenses and
other expenses.
Cash Flows
|
|
Six months |
|
|
Six months |
|
|
|
Ended |
|
|
Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2015 |
|
|
2014 |
|
Net loss |
|
($1,780,033 |
) |
|
($1,438,824 |
) |
Net Cash Used in Operating Activities |
|
(630,588 |
) |
|
(1,133,697 |
) |
Net Cash Provided by Investing Activities
|
|
1,676,584 |
|
|
1,207,640 |
|
Net Cash Provided by Financing Activities |
|
2,446,538 |
|
|
1,674,206 |
|
15
Cash Used In Operating Activities
Net cash used in operating activities decreased by $503,109
(approximately 44%) during the six months ended March 31, 2015 as compared to
the six months ended March 31, 2014. The reason for the decrease is due to the
payments received from our companys working interest partners.
Cash Provided by Investing Activities
Net cash provided by investing activities increased by $468,944
(approximately 39%) during the six months ended March 31, 2015, as compared to
the six months ended March 31, 2014. The reason for the increase is due to the
additional project advances our company received from its working interest
partners during the six months ended March 31, 2015.
Cash Provided by Financing Activities
Net cash provided by financing activities for the six months
ended March 31, 2015 increased by $770,000 (approximately 46%) compared to the
six months ended March 31, 2014. The reason for the increase is due to the
additional loan proceeds received during the six months ended March 31, 2015.
Capital Expenditures
As of March 31, 2015, our company did not have any material
commitments for capital expenditures.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.
Critical Accounting Policies
Our discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities.
We believe that the estimates, assumptions and judgments
involved in the accounting policies described in this report have the greatest
potential impact on our financial statements, so we consider these to be our
critical accounting policies. Because of the uncertainty inherent in these
matters, actual results could differ from the estimates we use in applying the
critical accounting policies. Certain of these critical accounting policies
affect working capital account balances, including the policies for revenue
recognition, allowance for doubtful accounts, inventory reserves and income
taxes. These policies require that we make estimates in the preparation of our
financial statements as of a given date.
Within the context of these critical accounting policies, we
are not currently aware of any reasonably likely events or circumstances that
would result in materially different amounts being reported.
Going Concern
Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended September 30, 2014, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
16
There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further financing. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further
funds required for our continued operations. We are pursuing various financing
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will not be able to meet our other obligations as they become due
Oil and Gas Properties
We utilize the full-cost method of accounting for petroleum and
natural gas properties. Under this method, we capitalizes all costs associated
with acquisition, exploration and development of oil and natural gas reserves,
including leasehold acquisition costs, geological and geophysical expenditures,
lease rentals on undeveloped properties and costs of drilling of productive and
non-productive wells into the full cost pool on a country by country basis. As
of March 31, 2015, we had properties with proven reserves. When we obtain proven
oil and gas reserves, capitalized costs, including estimated future costs to
develop the reserves proved and estimated abandonment costs, net of salvage,
will be depleted on the units-of-production method using estimates of proved
reserves. The costs of unproved properties are not amortized until it is
determined whether or not proved reserves can be assigned to the properties. We
assess the property at least annually to ascertain whether impairment has
occurred. In assessing impairment, we consider factors such as historical
experience and other data such as primary lease terms of the property, average
holding periods of unproved property, and geographic and geologic data. During
the three months ended March 31, 2015, an impairment of $429,606 (March 31, 2014
- $152,317) was recorded.
Asset Retirement Obligations
We account for asset retirement obligations in accordance with
ASC 410-20, Asset Retirement Obligations.
ASC 410-20 requires us to record the fair value of an asset
retirement obligation as a liability in the period in which we incur an
obligation associated with the retirement of tangible long-lived assets that
result from the acquisition, construction, development and/or normal use of the
assets. Asset retirement obligations consists of estimated final well closure
and associated ground reclamation costs to be incurred by us in the future once
the economic life of our oil and gas wells are reached. The estimated fair value
of the asset retirement obligation is based on the current cost escalated at an
inflation rate and discounted at a credit adjusted risk-free rate. This
liability is capitalized as part of the cost of the related asset and amortized
over its useful life. The liability accretes until we settle the obligation.
Recent Accounting Pronouncements
Our company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 under the Exchange
Act, our principal executive officer and principal financial officer evaluated
our companys disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act) as of the end of the period covered by this
quarterly report on Form 10-Q. Based on this evaluation, these officers concluded that as of the end of
the period covered by this quarterly report on Form 10-Q, our companys
disclosure controls and procedures were not effective. The ineffectiveness of
our companys disclosure controls and procedures was due to the existence of
material weaknesses identified in our annual report on Form 10-K filed with the
Securities and Exchange Commission on December 23, 2014.
17
The disclosure controls and procedures are controls and
procedures that are designed to ensure that the information required to be
disclosed by our company in reports it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission and
include controls and procedures designed to ensure that such information is
accumulated and communicated to our companys management, including our
companys principal executive officer and principal financial officer, to allow
timely decisions regarding required disclosure. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake.
Changes in Internal Control Over Financial
Reporting.
There were no changes in our companys internal control over
financial reporting during the fiscal quarter ended March 31, 2015 that have
materially affected, or are reasonably likely to materially affect, our
companys internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
Risks Relating to our Business and the Oil and Gas
Industry
We have a history of losses and this trend may continue and
may negatively affect our ability to achieve our business objectives.
We have experienced net losses since inception, and expect to
continue to incur substantial losses for the foreseeable future. Our accumulated
deficit was $32,851,031 as at March 31, 2015. We may not be able to generate
significant revenues in the future and our company has incurred increased
operating expenses following the recent commencement of production. As a result,
our management expects our business to continue to experience negative cash flow
for the foreseeable future and cannot predict when, if ever, our business might
become profitable. We will need to raise additional funds, and such funds may
not be available on commercially acceptable terms, if at all. If we are unable
to raise funds on acceptable terms, we may not be able to execute our business
plan, take advantage of future opportunities, or respond to competitive
pressures or unanticipated requirements. This may seriously harm our business,
financial condition and results of operations.
We have a relatively limited operating history, which may
hinder our ability to successfully meet our objectives.
We have a relatively limited operating history upon which to
base an evaluation of our current business and future prospects. We have
commenced production in the year ended September 30, 2008 and we do not have an
established history of operating producing properties or locating and developing
properties that have oil and gas reserves. As a result, the revenue and income
potential of our business is unproven. In addition, because of our relatively
limited operating history, we have limited insight into trends that may emerge
and affect our business. Errors may be made in predicting and reacting to
relevant business trends and we will be subject to the risks, uncertainties and
difficulties frequently encountered by early-stage companies in evolving
markets. We may not be able to successfully address any or all of these risks
and uncertainties. Failure to adequately do so could cause our business, results
of operations and financial condition to suffer.
18
Our operations and proposed exploration activities will
require significant capital expenditures for which we may not have sufficient
funding and if we do obtain additional financing, our existing shareholders may
suffer substantial dilution.
We intend to make capital expenditures far in excess of our
existing capital resources to develop, acquire and explore oil and gas
properties. We intend to rely on funds from operations and external sources of
financing to meet our capital requirements to continue acquiring, exploring and
developing oil and gas properties and to otherwise implement our business plan.
We plan to obtain additional funding through the debt and equity markets, but we
can offer no assurance that we will be able to obtain additional funding when it
is required or that it will be available to us on commercially acceptable terms,
if at all. In addition, any additional equity financing may involve substantial
dilution to our then existing shareholders.
The successful implementation of our business plan is
subject to risks inherent in the oil and gas business, which if not adequately
managed could result in additional losses.
Our oil and gas operations are subject to the economic risks
typically associated with exploration and development activities, including the
necessity of making significant expenditures to locate and acquire properties
and to drill exploratory wells. In addition, the availability of drilling rigs
and the cost and timing of drilling, completing and, if warranted, operating
wells is often uncertain. In conducting exploration and development activities,
the presence of unanticipated pressure or irregularities in formations,
miscalculations or accidents may cause our exploration, development and, if
warranted, production activities to be unsuccessful. This could result in a
total loss of our investment in a particular well. If exploration efforts are
unsuccessful in establishing proved reserves and exploration activities cease,
the amounts accumulated as unproved costs will be charged against earnings as
impairments.
In addition, market conditions or the unavailability of
satisfactory oil and gas transportation arrangements may hinder our access to
oil and gas markets and delay our production. The availability of a ready market
for our prospective oil and gas production depends on a number of factors,
including the demand for and supply of oil and gas and the proximity of reserves
to pipelines and other facilities. Our ability to market such production depends
in substantial part on the availability and capacity of gathering systems,
pipelines and processing facilities, in most cases owned and operated by third
parties. Our failure to obtain such services on acceptable terms could
materially harm our business. We may be required to shut in wells for lack of a
market or a significant reduction in the price of oil or gas or because of
inadequacy or unavailability of pipelines or gathering system capacity. If that
occurs, we would be unable to realize revenue from those wells until
arrangements are made to deliver such production to market.
Our future performance is dependent upon our ability to
identify, acquire and develop oil and gas properties, the failure of which could
result in under use of capital and losses.
Our future performance depends upon our ability to identify,
acquire and develop additional oil and gas reserves that are economically
recoverable. Our success will depend upon our ability to acquire working and
revenue interests in properties upon which oil and gas reserves are ultimately
discovered in commercial quantities, and our ability to develop prospects that
contain proven oil and gas reserves to the point of production. Without
successful acquisition and exploration activities, we will not be able to
develop additional oil and gas reserves or generate additional revenues. We
cannot provide you with any assurance that we will be able to identify and
acquire additional oil and gas reserves on acceptable terms, or that oil and gas
deposits will be discovered in sufficient quantities to enable us to recover our
exploration and development costs or sustain our business.
The successful acquisition and development of oil and gas
properties requires an assessment of recoverable reserves, future oil and gas
prices and operating costs, potential environmental and other liabilities, and
other factors. Such assessments are necessarily inexact and their accuracy
inherently uncertain. In addition, no assurance can be given that our
exploration and development activities will result in the discovery of
additional reserves. Our operations may be curtailed, delayed or canceled as a result of lack of
adequate capital and other factors, such as lack of availability of rigs and
other equipment, title problems, weather, compliance with governmental
regulations or price controls, mechanical difficulties, or unusual or unexpected
formations, pressures and or work interruptions. In addition, the costs of
exploitation and development may materially exceed our initial estimates.
19
We have a very small management team and the loss of any
member of our team may prevent us from implementing our business plan in a
timely manner.
We have two executive officers and a limited number of
additional consultants upon whom our success largely depends. We maintain a key
person life insurance policy on our president and CEO, but not on anyone else,
nor any consultants, the loss of which could seriously harm our business,
financial condition and results of operations. In such an event, we may not be
able to recruit personnel to replace our executive officers or consultants in a
timely manner, or at all, on acceptable terms.
Future growth could strain our personnel and infrastructure
resources, and if we are unable to implement appropriate controls and procedures
to manage our growth, we may not be able to successfully implement our business
plan.
We expect to experience growth in our operations, which will
place a significant strain on our management, administrative, operational and
financial infrastructure. Our future success will depend in part upon the
ability of our management to manage growth effectively. This may require us to
hire and train additional personnel to manage our expanding operations. In
addition, we must continue to improve our operational, financial and management
controls and our reporting systems and procedures. If we fail to successfully
manage our growth, we may be unable to execute upon our business plan.
Market conditions or operation impediments may hinder our
access to natural gas and oil markets or delay our production.
The marketability of production from our properties depends in
part upon the availability, proximity and capacity of pipelines, natural gas
gathering systems and processing facilities. This dependence is heightened where
this infrastructure is less developed. Therefore, if drilling results are
positive in certain areas of our oil and gas properties, a new gathering system
would need to be built to handle the potential volume of oil and gas produced.
We might be required to shut in wells, at least temporarily, for lack of a
market or because of the inadequacy or unavailability of transportation
facilities. If that were to occur, we would be unable to realize revenue from
those wells until arrangements were made to deliver production to market.
Our ability to produce and market natural gas and oil is
affected and also may be harmed by:
- the lack of pipeline transmission facilities or carrying capacity;
- government regulation of natural gas and oil production;
- government transportation, tax and energy policies;
- changes in supply and demand; and
- general economic conditions.
We might incur additional debt in order to fund our
exploration and development activities, which would continue to reduce our
financial flexibility and could have a material adverse effect on our business,
financial condition or results of operations.
When we incur indebtedness, the ability to meet our debt
obligations and reduce our level of indebtedness depends on future performance.
General economic conditions, oil and gas prices and financial, business and
other factors affect our operations and future performance. Many of these
factors are beyond our control. We cannot assure you that we will be able to
generate sufficient cash flow to pay the interest on our current or future debt
or that future working capital, borrowings or equity financing will be available
to pay or refinance such debt. Factors that will affect our ability to raise
cash through an offering of our capital stock or a refinancing of our debt
include financial market conditions, the value of our assets and performance at
the time we need capital. We cannot assure you that we will have sufficient funds to make such payments. If we do
not have sufficient funds and are otherwise unable to negotiate renewals of our
borrowings or arrange new financing, we might have to sell significant assets.
Any such sale could have a material adverse effect on our business and financial
results.
20
Our properties in Colorado and Montana and/or future
properties might not produce, and we might not be able to determine reserve
potential, identify liabilities associated with the properties or obtain
protection from sellers against them, which could cause us to incur losses.
Although we have reviewed and evaluated our properties in
Colorado and Montana in a manner consistent with industry practices, such review
and evaluation might not necessarily reveal all existing or potential
liabilities. This is also true for any future acquisitions made by us.
Inspections may not always be performed on every well, and environmental
problems, such as groundwater contamination, are not necessarily observable even
when an inspection is undertaken. Even when problems are identified, a seller
may be unwilling or unable to provide effective contractual protection against
all or part of those problems, and we may assume environmental and other risks
and liabilities in connection with the acquired properties.
If we or our operators fail to maintain adequate insurance,
our business could be materially and adversely affected.
Our operations are subject to risks inherent in the oil and gas
industry, such as blowouts, cratering, explosions, uncontrollable flows of oil,
gas or well fluids, fires, pollution, earthquakes and other environmental risks.
These risks could result in substantial losses due to injury and loss of life,
severe damage to and destruction of property and equipment, pollution and other
environmental damage, and suspension of operations. We could be liable for
environmental damages caused by previous property owners. As a result,
substantial liabilities to third parties or governmental entities may be
incurred, the payment of which could have a material adverse effect on our
financial condition and results of operations.
Any prospective drilling contractor or operator that we hire
will be required to maintain insurance of various types to cover our operations
with policy limits and retention liability customary in the industry. We also
have acquired our own insurance coverage for such prospects. The occurrence of a
significant adverse event on such prospects that is not fully covered by
insurance could result in the loss of all or part of our investment in a
particular prospect which could have a material adverse effect on our financial
condition and results of operations.
The oil and gas industry is highly competitive, and we may
not have sufficient resources to compete effectively.
The oil and gas industry is highly competitive. We compete with
oil and natural gas companies and other individual producers and operators, many
of which have longer operating histories and substantially greater financial and
other resources than we do, as well as companies in other industries supplying
energy, fuel and other needs to consumers. Our larger competitors, by reason of
their size and relative financial strength, can more easily access capital
markets than we can and may enjoy a competitive advantage in the recruitment of
qualified personnel. They may be able to absorb the burden of any changes in
laws and regulation in the jurisdictions in which we do business and handle
longer periods of reduced prices for oil and gas more easily than we can. Our
competitors may be able to pay more for oil and gas leases and properties and
may be able to define, evaluate, bid for and purchase a greater number of leases
and properties than we can. Further, these companies may enjoy technological
advantages and may be able to implement new technologies more rapidly than we
can. Our ability to acquire additional properties in the future will depend upon
our ability to conduct efficient operations, evaluate and select suitable
properties, implement advanced technologies and consummate transactions in a
highly competitive environment.
Complying with environmental and other government
regulations could be costly and could negatively impact our production.
Our business is governed by numerous laws and regulations at
various levels of government. These laws and regulations govern the operation
and maintenance of our facilities, the discharge of materials into the
environment and other environmental protection issues. Such laws and regulations
may, among other potential consequences, require that we acquire permits before
commencing drilling and restrict the substances that can be released into the
environment with drilling and production activities.
21
Under these laws and regulations, we could be liable for
personal injury, clean-up costs and other environmental and property damages, as
well as administrative, civil and criminal penalties. Prior to commencement of
drilling operations, we may secure limited insurance coverage for sudden and
accidental environmental damages as well as environmental damage that occurs
over time. However, we do not believe that insurance coverage for the full
potential liability of environmental damages is available at a reasonable cost.
Accordingly, we could be liable, or could be required to cease production on
properties, if environmental damage occurs.
The costs of complying with environmental laws and regulations
in the future may harm our business. Furthermore, future changes in
environmental laws and regulations could result in stricter standards and
enforcement, larger fines and liability, and increased capital expenditures and
operating costs, any of which could have a material adverse effect on our
financial condition or results of operations.
Shortages of rigs, equipment, supplies and personnel could
delay or otherwise adversely affect our cost of operations or our ability to
operate according to our business plans.
If drilling activity increases in Colorado, Montana or the
southern United States generally, a shortage of drilling and completion rigs,
field equipment and qualified personnel could develop. The demand for and wage
rates of qualified drilling rig crews generally rise in response to the
increasing number of active rigs in service and could increase sharply in the
event of a shortage. Shortages of drilling and completion rigs, field equipment
or qualified personnel could delay, restrict or curtail our exploration and
development operations, which could in turn harm our operating results.
We will be required to replace, maintain or expand our
reserves in order to prevent our reserves and production from declining, which
would adversely affect cash flows and income.
In general, production from natural gas and oil properties
declines over time as reserves are depleted, with the rate of decline depending
on reservoir characteristics. If we are not successful in our exploration and
development activities, our proved reserves will decline as reserves are
produced. Our future natural gas and oil production is highly dependent upon our
ability to economically find, develop or acquire reserves in commercial
quantities.
To the extent cash flow from operations is reduced, either by a
decrease in prevailing prices for natural gas and oil or an increase in
exploration and development costs, and external sources of capital become
limited or unavailable, our ability to make the necessary capital investment to
maintain or expand our asset base of natural gas and oil reserves would be
impaired. Even with sufficient available capital, our future exploration and
development activities may not result in additional proved reserves, and we
might not be able to drill productive wells at acceptable costs.
The geographic concentration of all of our other properties
in Colorado and Montana subjects us to an increased risk of loss of revenue or
curtailment of production from factors affecting those areas.
The geographic concentration of all of our leasehold interests
in Lone Mesa State Park, Colorado and Pondera and Glacier Counties, Montana
means that our properties could be affected by the same event should the region
experience:
- severe weather;
- delays or decreases in production, the availability of equipment,
facilities or services;
- delays or decreases in the availability of capacity to transport, gather
or process production; or
- changes in the regulatory environment.
The oil and gas exploration and production industry
historically is a cyclical industry and market fluctuations in the prices of oil
and gas could adversely affect our business.
Prices for oil and gas tend to fluctuate significantly in
response to factors beyond our control. These factors include:
- weather conditions in the United States and wherever our property
interests are located;
22
- economic conditions, including demand for petroleum-based products, in the
United States wherever our property interests are located;
- actions by OPEC, the Organization of Petroleum Exporting Countries;
- political instability in the Middle East and other major oil and gas
producing regions;
- governmental regulations, both domestic and foreign;
- domestic and foreign tax policy;
- the pace adopted by foreign governments for the exploration, development,
and production of their national reserves;
- the price of foreign imports of oil and gas;
- the cost of exploring for, producing and delivering oil and gas;
- the discovery rate of new oil and gas reserves;
- the rate of decline of existing and new oil and gas reserves;
- available pipeline and other oil and gas transportation capacity;
- the ability of oil and gas companies to raise capital;
- the overall supply and demand for oil and gas; and
- the availability of alternate fuel sources.
Changes in commodity prices may significantly affect our
capital resources, liquidity and expected operating results. Price changes will
directly affect revenues and can indirectly impact expected production by
changing the amount of funds available to reinvest in exploration and
development activities. Reductions in oil and gas prices not only reduce
revenues and profits, but could also reduce the quantities of reserves that are
commercially recoverable. Significant declines in prices could result in
non-cash charges to earnings due to impairment.
Changes in commodity prices may also significantly affect our
ability to estimate the value of producing properties for acquisition and
divestiture and often cause disruption in the market for oil and gas producing
properties, as buyers and sellers have difficulty agreeing on the value of the
properties. Price volatility also makes it difficult to budget for and project
the return on acquisitions and the exploration and development of projects. We
expect that commodity prices will continue to fluctuate significantly in the
future.
Our ability to produce oil and gas from our properties may
be adversely affected by a number of factors outside of our control, which may
result in a material adverse effect on our business, financial condition or
results of operations.
The business of exploring for and producing oil and gas
involves a substantial risk of investment loss. Drilling oil and gas wells
involves the risk that the wells may be unproductive or that, although
productive, the wells may not produce oil or gas in economic quantities. Other
hazards, such as unusual or unexpected geological formations, pressures, fires,
blowouts, loss of circulation of drilling fluids or other conditions may
substantially delay or prevent completion of any well. Adverse weather
conditions can also hinder drilling operations. A productive well may become
uneconomic if water or other deleterious substances are encountered that impair
or prevent the production of oil or gas from the well. In addition, production
from any well may be unmarketable if it is impregnated with water or other
deleterious substances. There can be no assurance that oil and gas will be
produced from the properties in which we have interests. In addition, the
marketability of oil and gas that may be acquired or discovered may be
influenced by numerous factors beyond our control. These factors include the
proximity and capacity of oil and gas, gathering systems, pipelines and
processing equipment, market fluctuations in oil and gas prices, taxes,
royalties, land tenure, allowable production and environmental protection. We
cannot predict how these factors may affect our business.
We may be unable to retain our leases and working interests
in our leases, which would result in significant financial losses to our
company.
Our properties are held under oil and gas leases. If we fail to
meet the specific requirements of each lease, such lease may terminate or
expire. We cannot assure you that any of the obligations required to maintain
each lease will be met. The termination or expiration of our leases may harm our
business. Our property interests will terminate unless we fulfill certain
obligations under the terms of our leases and other agreements related to such
properties. If we are unable to satisfy these conditions on a timely basis, we
may lose our rights in these properties. The termination of our interests in these properties may harm our business. In
addition, we will need significant funds to meet capital requirements for the
exploration activities that we intend to conduct on our properties.
23
Title deficiencies could render our leases worthless, which
could have adverse effects on our financial condition or results of operations.
The existence of a material title deficiency can render a lease
worthless and can result in a large expense to our business. It is our practice
in acquiring oil and gas leases or undivided interests in oil and gas leases to
forego the expense of retaining lawyers to examine the title to the oil or gas
interest to be placed under lease or already placed under lease. Instead, we
rely upon the judgment of oil and gas landmen who perform the fieldwork in
examining records in the appropriate governmental office before attempting to
place under lease a specific oil or gas interest. This is customary practice in
the oil and gas industry. However, we do not anticipate that we, or the person
or company acting as operator of the wells located on the properties that we
currently lease or may lease in the future, will obtain counsel to examine title
to the lease until the well is about to be drilled. As a result, we may be
unaware of deficiencies in the marketability of the title to the lease. Such
deficiencies may render the lease worthless.
Our disclosure controls and procedures and internal control
over financial reporting were not effective, which may cause our financial
reporting to be unreliable and lead to misinformation being disseminated to the
public.
Our management evaluated our disclosure controls and procedures
as of March 31, 2015 and concluded that as of that date, our disclosure controls
and procedures were not effective. In addition, our management evaluated our
internal control over financial reporting as of March 31, 2015 and concluded
that that there were material weaknesses in our internal control over financial
reporting as of that date and that our internal control over financial reporting
was not effective as of that date. A material weakness is a control deficiency,
or combination of control deficiencies, such that there is a reasonable
possibility that a material misstatement of the financial statements will not be
prevented or detected on a timely basis.
We have not yet remediated this material weakness and we
believe that our disclosure controls and procedures and internal control over
financial reporting continue to be ineffective. Until these issues are
corrected, our ability to report financial results or other information required
to be disclosed on a timely and accurate basis may be adversely affected and our
financial reporting may continue to be unreliable, which could result in
additional misinformation being disseminated to the public. Investors relying
upon this misinformation may make an uninformed investment decision.
Risks Relating To Our Common Stock
A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our ability to
continue operations.
A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because a significant portion of our operations
have been and will be financed through the sale of equity securities, a decline
in the price of our common stock could be especially detrimental to our
liquidity and our operations. Such reductions may force us to reallocate funds
from other planned uses and may have a significant negative effect on our
business plan and operations, including our ability to develop new properties
and continue our current operations. If our stock price declines, we can offer
no assurance that we will be able to raise additional capital or generate funds
from operations sufficient to meet our obligations. If we are unable to raise
sufficient capital in the future, we may not be able to have the resources to
continue our normal operations.
The market price for our common stock may also be affected by
our ability to meet or exceed expectations of analysts or investors. Any failure
to meet these expectations, even if minor, may have a material adverse effect on
the market price of our common stock.
24
If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.
Our articles of incorporation, as amended, authorizes the
issuance of up to 1,000,000,000 shares of common stock with a par value of
$0.001. Our board of directors may choose to issue some or all of such shares to
acquire one or more businesses or to provide additional financing in the future.
The issuance of any such shares will result in a reduction of the book value and
market price of the outstanding shares of our common stock. If we issue any such
additional shares, such issuance will cause a reduction in the proportionate
ownership and voting power of all current shareholders. Further, such issuance
may result in a change of control of our corporation.
Trading of our stock may be restricted by the Securities
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our stock.
The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholders ability
to buy and sell our stock.
In addition to the penny stock rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.
Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.
Our common stock currently trades on a limited basis on OTCQB
operated by the OTC Markets Group. Trading of our stock through OTCQB is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in our stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market price of securities
issued by many companies for reasons unrelated to their operating performance
and could have the same effect on our common stock.
25
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
On February 25, 2015, we re-priced the exercise price of
4,650,000 stock options granted to directors, officers, employees and
consultants from $0.10 to $0.05. Full details were disclosed in our current
report on Form 8-K filed with the Securities and Exchange Commission on February
27, 2015.
26
ITEM 6. EXHIBITS.
(3) |
(i) Articles of Incorporation and (ii) Bylaws
|
3.1 |
Articles of Incorporation (incorporated by reference from
our Registration Statement on Form SB-2 filed on August 19, 2004)
|
3.2 |
Bylaws (incorporated by reference from our Registration
Statement on Form SB-2 filed on August 19, 2004) |
3.3 |
Articles of Merger filed with the Secretary of State of
Nevada on October 17, 2006 (incorporated by reference from our Current
Report on Form 8-K filed on November 1, 2006) |
3.4 |
Certificate of Change filed with the Secretary of State
of Nevada on October 17, 2006 (incorporated by reference from our Current
Report on Form 8-K filed on November 1, 2006) |
(4) |
Instruments defining the rights of security holders
including indentures |
4.1 |
Debenture with John Thomas Bridge & Opportunity Fund
(incorporated by reference from our Current Report on Form 8-K filed on
March 26, 2008) |
(10) |
Material Contracts |
10.1 |
10% Promissory Note dated July 14, 2008 issued by our
company to Aton Select Fund Limited in the principal amount of $375,000
(incorporated by reference from our Quarterly Report on Form 10-QSB filed
on August 14, 2008) |
10.2 |
Form of Note Purchase Agreement dated September 3, 2008
between our company and an unaffiliated lender (incorporated by reference
from our Current Report on Form 8-K/A filed on December 10, 2008)
|
10.3 |
Amended and Restated Stock Option Agreement dated
November 14, 2008 with Reginald Denny (incorporated by reference from our
Current Report on Form 8-K filed on November 20, 2008) |
10.4 |
Note Purchase Agreement dated April 17, 2009 between our
company and Global Project Finance AG (incorporated by reference from our
Current Report on Form 8-K filed on May 13, 2009) |
10.5 |
Promissory Note dated April 17, 2009 issued by our
company to Global Project Finance AG (incorporated by reference from our
Current Report on Form 8-K filed on May 13, 2009) |
10.6 |
Note Purchase Agreement dated April 29, 2009 between our
company and Aton Select Fund Limited (incorporated by reference from our
Current Report on Form 8-K filed on May 13, 2009) |
10.7 |
Promissory Note dated April 29, 2009 issued by our
company to Aton Select Fund Limited (incorporated by reference from our
Current Report on Form 8-K filed on May 13, 2009) |
10.8 |
Loan Consolidation Agreement dated as of October 1, 2009,
between Arkanova Acquisition Corporation and Aton Select Funds Limited
(incorporated by reference from our Current Report on Form 8-K filed on
October 7, 2009) |
10.9 |
Note Purchase Agreement dated as of October 1, 2009,
between Arkanova Acquisition Corporation and Aton Select Funds Limited
(incorporated by reference from our Current Report on Form 8-K filed on
October 7, 2009) |
10.10 |
Promissory Note dated October 1, 2009, of Arkanova
Acquisition Corporation (incorporated by reference from our Current Report
on Form 8-K filed on October 7, 2009) |
10.11 |
Stock Option Agreement dated October 14, 2009 with Pierre
Mulacek (incorporated by reference from our Current Report on Form 8-K
filed on October 19, 2009) |
10.12 |
Stock Option Agreement dated October 14, 2009 with Erich
Hofer (incorporated by reference from our Current Report on Form 8-K filed
on October 19, 2009) |
10.13 |
Stock Option Agreement dated October 14, 2009 with
Reginald Denny (incorporated by reference from our Current Report on Form
8-K filed on October 19, 2009) |
10.14 |
Purchase and Sale Agreement dated April 9, 2010, by and
between Provident Energy Associates of Montana, LLC, as Seller, and
Knightwall Invest, Inc., as Buyer (incorporated by reference from our
Current Report on Form 8-K filed on April 12, 2010) |
10.15 |
Note Purchase Agreement dated as of the 17th
day of July, 2010, between our company and Global Project Finance AG
(incorporated by reference from our Quarterly Report on Form 10-Q filed on
August 13, 2010) |
27
10.16 |
Stock Option Agreement dated October 8, 2010 with Pierre
Mulacek (incorporated by reference from our Current Report on Form 8-K
filed on October 14, 2010) |
10.17 |
Stock Option Agreement dated October 8, 2010 with
Reginald Denny (incorporated by reference from our Current Report on Form
8-K filed on October 14, 2010) |
10.18 |
Stock Option Agreement dated October 8, 2010 with Erich
Hofer (incorporated by reference from our Current Report on Form 8-K filed
on October 14, 2010) |
10.19 |
Option Agreement dated November 22, 2010 between
Provident Energy Associates of Montana, LLC and Knightwall Invest, Inc.
(incorporated by reference from our Current Report on Form 8-K filed on
November 26, 2010) |
10.20 |
Conversion and Loan Modification Agreement dated as of
October 1, 2011 between Arkanova Acquisition Corporation and Aton Select
Funds Limited (incorporated by reference from our Current Report on Form
8-K filed on November 3, 2011) |
10.21 |
Note Purchase Agreement dated as of October 1, 2011,
between Arkanova Acquisition Corporation and Aton Select Funds Limited
(incorporated by reference from our Current Report on Form 8-K filed on
November 3, 2011) |
10.22 |
Promissory Note dated October 1, 2011, with Arkanova
Acquisition Corporation (incorporated by reference from our Current Report
on Form 8-K filed on November 3, 2011) |
10.23 |
Guaranty Agreement between Arkanova Energy Corporation
and Aton Select Funds Limited (incorporated by reference from our Current
Report on Form 8-K filed on November 3, 2011) |
10.24 |
Loan Modification Agreement dated as of July 1, 2012,
between Arkanova Acquisition Corporation and Aton Select Funds Limited
(incorporated by reference from our Current Report on Form 8-K filed on
August 13, 2012). |
10.25 |
Amended and Restated Note Purchase Agreement dated as of
July 1, 2012, between Arkanova Acquisition Corporation and Aton Select
Funds Limited (incorporated by reference from our Current Report on Form
8-K filed on August 13, 2012). |
10.26 |
Amended and Restated Promissory Note dated July 1, 2012,
with Arkanova Acquisition Corporation as maker (incorporated by reference
from our Current Report on Form 8-K filed on August 13, 2012). |
10.27 |
Guaranty Agreement between Arkanova Energy Corporation
and Aton Select Funds Limited (incorporated by reference from our Current
Report on Form 8-K filed on August 13, 2012). |
10.28 |
Form of Subscription Agreement (incorporated by reference
from our Current Report on Form 8-K filed on December 14, 2012).
|
10.29 |
Form of amendment to the stock option agreement
(incorporated by reference from our Current Report on Form 8-K and filed
on November 20, 2013) |
10.30 |
Note Amendment and Conversion Agreement dated as of
November 15, 2013, among Arkanova Energy Corporation, Arkanova Acquisition
Corporation and Aton Select Funds Limited. (incorporated by reference from
our Current Report on Form 8-K and filed on November 22, 2013) |
10.31 |
Stock Option Agreement dated March 1, 2014 with Pierre
Mulacek (incorporated by reference from our Current Report on Form 8-K and
filed on March 6, 2014) |
10.32 |
Stock Option Agreement dated March 1, 2014 with Reginald
Denny (incorporated by reference from our Current Report on Form 8-K and
filed on March 6, 2014) |
10.33 |
Stock Option Agreement dated March 1, 2014 with Erich
Hofer (incorporated by reference from our Current Report on Form 8-K and
filed on March 6, 2014) |
10.34 |
Executive Employment Agreement dated October 1, 2014 with
Pierre Mulacek (incorporated by reference from our Current Report on Form
8-K and filed on November 11, 2014) |
10.35 |
Executive Employment Agreement dated October 1, 2014 with
Reginald Denny (incorporated by reference from our Current Report on Form
8-K and filed on November 11, 2014) |
10.36 |
Note Amendment Agreement dated as of November 1, 2014,
among Arkanova Energy Corporation, Arkanova Acquisition Corporation and
Aton Select Funds Limited (incorporated by reference from our Current
Report on Form 8-K and filed on November 6, 2014) |
(21) |
Subsidiaries |
21.1
|
Arkanova Development LLC (Nevada Limited Liability
Company) - dissolved May 24, 2013 |
28
21.2 |
Arkanova Acquisition Corporation (Delaware) |
21.3 |
Prism Corporation (Oklahoma) |
21.4 |
Provident Energy of Montana, LLC (Montana Limited
Liability Company) |
(31) |
Section 302 Certification |
31.1* |
Section 302 Certification under Sarbanes-Oxley Act of
2002 of Pierre Mulacek |
31.2* |
Section 302 Certification under Sarbanes-Oxley Act of
2002 of Reginald Denny |
(32) |
Section 906 Certification |
32.1* |
Section 906 Certification under Sarbanes-Oxley Act of
2002 |
(99) |
Additional Exhibits |
99.1 |
Report of Gustavson Associates dated December 16, 2011 on
Montana Properties (incorporated by reference from our annual report on
Form 10-K filed on December 29, 2011) |
99.2 |
Report of Gustavson Associates dated December 18, 2012 on
Montana Properties (incorporated by reference from our annual report on
Form 10-K filed on December 31, 2012) |
99.3 |
Report of Gustavson Associates dated November 25, 2013 on
Montana Properties (incorporated by reference from our annual report on
Form 10-K filed on December 24, 2013) |
99.4 |
Report of Gustavson Associates dated November 18, 2014 on
Montana Properties (incorporated by reference from our annual report on
Form 10-K filed on December 23, 2014) |
99.5 |
2008 Amended and Restated Stock Option Plan (incorporated
by reference from our Current Report on Form 8-K and filed on November 20,
2013) |
(101) |
XBRL |
101.INS* |
XBRL INSTANCE DOCUMENT |
101.SCH* |
XBRL TAXONOMY EXTENSION SCHEMA |
101.CAL* |
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
101.DEF* |
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
101.LAB* |
XBRL TAXONOMY EXTENSION LABEL LINKBASE |
101.PRE* |
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
*Filed herewith
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ARKANOVA ENERGY CORPORATION
/s/ Pierre Mulacek |
By: Pierre Mulacek |
Chief Executive Officer, President and Director |
(Principal Executive Officer) |
Dated: May 13, 2015 |
|
|
/s/ Reginald Denny |
By: Reginald Denny |
Chief Financial Officer and Director |
(Principal Financial Officer and Principal Accounting
Officer) |
Dated: May 13, 2015 |
30
EXHIBIT 31.1
CERTIFICATION PURSUANT TO |
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|
I, Pierre Mulacek, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of
Arkanova Energy Corporation; |
|
|
|
2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
|
|
4. |
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
(a) |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
|
|
|
5. |
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the
equivalent functions): |
|
|
|
|
(a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial
reporting. |
Date: May 13, 2015
Pierre
Mulacek |
|
By: Pierre Mulacek |
|
Chief Executive Officer, President and Director |
|
(Principal Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION PURSUANT TO |
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|
I, Reginald Denny, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of
Arkanova Energy Corporation; |
|
|
|
2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
|
|
4. |
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
|
|
|
(a) |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
|
|
|
5. |
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the
equivalent functions): |
|
|
|
|
(a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial
reporting. |
Date: May 13, 2015
Reginald
Denny |
|
Reginald Denny |
|
Chief Financial Officer and Director |
|
(Principal Financial Officer and Principal Accounting
Officer) |
|
EXHBIT 32.1
CERTIFICATION PURSUANT TO |
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
The undersigned hereby certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
|
(a) |
the quarterly report on Form 10-Q of Arkanova Energy
Corporation for the period ended March 31, 2015 fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and |
|
|
|
|
(b) |
information contained in the Form 10-Q fairly presents,
in all material respects, the financial condition and results of
operations of Arkanova Energy Corporation. |
Date: May 13, 2015
|
Pierre Mulacek |
|
By: Pierre Mulacek |
|
Chief Executive Officer, President and Director
|
|
(Principal Executive Officer) |
|
|
|
|
|
Reginald Denny |
|
By: Reginald Denny |
|
Chief Financial Officer and Director |
|
(Principal Financial Officer and |
|
Principal Accounting Officer)
|
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