UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended June 30, 2015.
o
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: 000-29321
ALLIED RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada
000-31390
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
1403 East 900 South, Salt Lake City, Utah 84105
(Address of principal executive offices) (Zip Code)
(801) 582-9609
(Registrant’s telephone number, including area code)
N/A
(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 þ No o
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 þ No o
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 the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the only
class of voting stock), at August 14, 2015, was 5,653,011.
TABLE OF CONTENTS
PART 1- FINANCIAL INFORMATION
Item1.
Financial Statements:
3
Balance Sheets as of
4
June 30, 2015 (Unaudited) and December 31, 2014 (audited)
Unaudited Condensed Statements of Operations for the
5
three and six month periods ended June 30, 2015 and June 30, 2014
Unaudited Condensed Statements of Cash Flows for the
6
six month periods ended June 30, 2015 and June 30, 2014
Condensed Notes to Unaudited Financial Statements
7
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
8
Operations
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
15
Item 4.
Controls and Procedures
15
PART II-OTHER INFORMATION
Item 1.
Legal Proceedings
16
Item 1A.
Risk Factors
16
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
Item 3.
Defaults Upon Senior Securities
19
Item 4.
Mine Safety Disclosures
19
Item 5.
Other Information
19
Item 6.
Exhibits
19
Signatures
20
Index to Exhibits
21
2
PART I – FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
As used herein, the terms “Allied,” “we,” “our,” “us,” “it,” and “its” refer to Allied Resources, Inc., a
Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying
unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results of operations for the periods
presented. The results of operations for the periods presented are not necessarily indicative of the results
to be expected for the full year.
3
ALLIED RESOURCES, INC.
BALANCE SHEETS
June 30,
December 31,
2015
2014
ASSETS
(Unaudited)
(Audited)
Current assets:
Cash
$
1,355,084
1,412,161
Accounts receivable
17,389
61,126
Total current assets
1,372,473
1,473,287
Oil and gas properties (proven), net (successful
efforts method)
592,550
615,036
Deposits
704,701
704,701
Total assets
$
2,669,724
2,793,024
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
20,463
14,735
Total current liabilities
20,463
14,735
Asset retirement obligation
229,077
223,544
Total liabilities
249,540
238,279
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value; 50,000,000 shares
authorized, 5,653,011 issued and outstanding
5,653
5,653
Additional paid-in capital
9,916,458
9,916,458
Accumulated deficit
(7,501,927)
(7,367,366)
Total stockholders' equity
2,420,184
2,554,745
Total liabilities and stockholders' equity
$
2,669,724
2,793,024
The accompanying notes are an integral part of these financial statements
4
ALLIED RESOURCES, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended
Six Months Ended
June 30,
June 30,
2015
2014
2015
2014
Oil and gas sales
$
53,190
135,221
164,291
266,445
Operating expenses:
Production costs
66,802
89,844
156,200
180,469
Depletion and amortization
11,173
17,804
22,486
24,471
General and administrative
expenses
87,601
47,449
122,143
115,192
165,576
155,097
300,829
320,132
Loss from operations
(112,386)
(19,876)
(136,538)
(53,687)
Interest income
760
564
1,977
1,082
Loss before provision for
income taxes
(111,626)
(19,312)
(134,561)
(52,605)
Provision for income taxes
-
-
-
-
Net loss
$
(111,626)
(19,312)
(134,561)
(52,605)
Loss per common share -
basic and diluted
$
(0.02)
-
(0.02)
(0.01)
Weighted average common shares -
basic and diluted
5,653,000
5,653,000
5,653,000
5,653,000
The accompanying notes are an integral part of these financial statements
5
ALLIED RESOURCES, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2015 and 2014
2015
2014
Cash flows from operating activities:
Net loss
$
(134,561)
(52,605)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depletion and amortization
22,486
24,471
Accretion expense
5,533
5,272
Decrease in:
Accounts receivable
43,737
10,184
Increase (decrease) in:
Accounts payable
5,728
(1,857)
Net cash used in operating activities
(57,077)
(14,535)
Cash flows from investing activities:
-
-
Cash flows from financing activities:
-
-
Net decrease in cash
(57,077)
(14,535)
Cash, beginning of period
1,412,161
1,390,041
Cash, end of period
$
1,355,084
1,375,506
The accompanying notes are an integral part of these financial statements
6
ALLIED RESOURCES, INC.
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2015
Note 1 – Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared by management in accordance
with the instructions in Form 10-Q and, therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction with the Company’s Form 10-K for the
year ended December 31, 2014, filed with the Securities and Exchange Commission. These statements do include all
normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The
interim operations are not necessarily indicative of the results to be expected for the full year ended December 31,
2015.
Note 2 – Additional Footnotes Included By Reference
There have been no material changes in the information disclosed in the notes to the financial statements included in
the Company’s Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange
Commission. Therefore, those footnotes are included herein by reference.
Note 3 – Subsequent Events
The Company evaluated its June 30, 2015 financial statements for subsequent events through the date the financial
statements were issued. The Company is not aware of any subsequent events which would require recognition or
disclosure in the financial statements.
7
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other
parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.
Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”
“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future
performance and our actual results may differ significantly from the results discussed in the forward-
looking statements. Factors that might cause such differences include but are not limited to those
discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future
Results and Financial Condition below. The following discussion should be read in conjunction with our
financial statements and notes thereto included in this report. Our fiscal year end is December 31. All
information presented herein is based on the three and six month periods ended June 30, 2015 and June
30, 2014.
Allied is an independent oil and natural gas producer involved in the exploration, development,
production and sale of oil and gas derived from properties located in Calhoun and Ritchie Counties, West
Virginia, and Goliad, Edwards and Jackson Counties, Texas.
Discussion and Analysis
General
Allied intends to utilize available cash to acquire additional oil and gas producing properties and to
implement improved production practices on existing wells to increase production and expand reserves
where practicable. Allied believes that it can achieve production growth while expanding reserves through
improved exploitation of its existing inventory of wells by disposing of non-productive wells and
enhancing producing wells. Allied also intends to continue to expand non-operated and explore
opportunities for operated acquisitions of additional oil or gas producing properties.
Recovery from producing wells is consistently evaluated to consider cost-efficient work-over methods
designed to improve the performance of the wells. When considering the drilling of new wells, we
conduct a geological review of the prospective area, in cooperation with our independent operator, to
determine the potential for oil and gas. Our own consultants then review available geophysical data
(generally seismic and gravity data) opine as to the prospect for success. In the event that our evaluation
of available geophysical data indicates that the target has significant accumulations of oil and gas, we
then consider the economic feasibility of drilling. The presence of oil and gas for any specific target
cannot guarantee economic recovery. Production depends on many factors including drilling and
completion costs, the distance to pipelines and pipeline pressure, current energy prices, accessibility to the
site, and whether the project is developmental or solely a wildcat prospect.
Allied’s business development strategy is prone to significant risks and uncertainties certain of which can
have an immediate impact on its efforts to realize positive net cash flow and deter future prospects of
production growth. Historically, Allied has not been able to generate sufficient cash flow from operations
to sustain operations and fund exploration or development costs. Therefore, there can be no assurance that
the wells currently producing will provide sufficient cash flows to sustain operations. Should Allied be
unable to generate sufficient cash flow from existing properties, it may have to sell certain properties or
interests in such properties or seek financing through alternative sources such as the sale of its common
stock.
8
West Virginia Well Information
Allied owns varying interests in a total of 145 wells in West Virginia on several leases held by an
independent operator. Some leases contain multiple wells. All the wells in which we have an interest are
situated on developed acreage spread over 3,400 acres in Ritchie and Calhoun Counties. Depth of the
producing intervals varies from 1,730 ft to 5,472 ft. Many of our wells are situated on the same leases and
as such share production equipment in order to minimize lease operating costs.
Our working interest is defined as interest in oil and gas that includes responsibility for all drilling,
developing, and operating costs varying from 18.75% to 75%. Our net revenue interest is defined as that
portion of oil and gas production revenue after deduction of royalties, varying from 15.00% to 65.625%.
Texas Well Information
Allied owns varying interests in a total of 10 wells in Texas on four leases held by independent operators.
All the wells in which we have an interest are situated on developed acreage spread over 2,510 acres in
Goliad, Edwards and Jackson Counties. Depth of the producing intervals varies from 7,600 ft to 9,600 ft.
Our working interest is defined as interest in oil and gas that includes responsibility for all drilling,
developing, and operating costs varying from 3.73% to 21%. Our net revenue interest is defined as that
portion of oil and gas production revenue after deduction of royalties, varying from 3.9388% to 12.75%.
Exploration, Development and Operations
The dramatic decline in oil prices over the last twelve months has negatively affected Allied’s business
and will continue to do so if current oil prices remain consistent or continue to decline. Nevertheless,
Allied intends to continue to identify non-operated oil and gas producing properties for purchase, acquire
oil and gas leases that it will operate and implement improved production efficiencies on existing wells.
Our criteria for purchasing oil and gas producing properties is defined by short term returns on
investment, long term growth in revenue, and development potential, while our criteria for acquiring oil
and gas leases is predicated on a proven record of historical production and our own capacity to operate
any given field. The decrease in prices for oil and the continuation of low natural gas prices is yet to
increase the number of opportunities available to us due to our relatively limited cash position and the
general belief among those in the energy business that prices will rebound in the near term stabilizing at
$60-70 per barrel within the next 12 months.
We are further considering future prospects for the development of the virtually untapped Marcellus and
Utica shale formations that appear to underlie Allied’s oil and gas interests in West Virginia, particularly
in Ritchie County. The Marcellus and Utica shale structures that have formed under much of
Pennsylvania, Ohio, New York, West Virginia and adjacent states have become a major reservoir for
hydrocarbon recovery. Drilling by other companies in Ritchie County has indicated successful rates of
recovery and our own open hole well logs indicate the presence of potentially productive Marcellus shale
at a depth of 6,000 feet varying in thickness from 50 – 60 feet. We have been approached by active
operators in the area to conduct potential joint development of this potential resource with the expectation
that hydrocarbon reserves meet the probable reserves criteria. However, since exploration of the
Marcellus and Utica shale in Ritchie County is still in its infancy no oil or natural gas reserves underlying
our interests have yet been determined and no joint development agreement has been reached. We intend
to conduct a probable reserve evaluation this year to value probable reserves. Nevertheless, our future
plans to develop these shale formations has been significantly tempered by the high risk/reward ratio of
exploratory drilling and the drastic decline in oil prices combined with sustained lower prices for natural
gas.
9
Results of Operations
During the period from January 1, 2015 through June 30, 2015, Allied was engaged in evaluating
acquisition opportunities in Texas, examining the operating efficiencies of existing wells, and overseeing
the operation of its oil and gas assets by independent operators. The operation and maintenance of
Allied’s oil and gas operations is wholly dependent on the services provided by five different independent
operators. While the services provided by these operators have proven adequate, the fact that Allied is
dependent on the operations of third parties to maintain its operations and produce revenue does impact
its own ability to realize a net profit.
For the six months ended June 30, 2015, Allied realized a net loss due primarily to the decline in energy
prices and depletion over the comparable six month period. Allied believes that the immediate key to its
ability to return to profitability is energy prices. Should oil and gas prices rise, and expenses remain
relatively consistent, Allied believes that it can return to net profits in future periods.
SIX MONTHS ENDED JUNE 30
2015
2014
CHANGE # CHANGE %
AVERAGE DAILY PRODUCTION
Oil (bbls/day)
11
8
3
38%
Natural gas (mcf/day)
232
266
(34)
-13%
Barrels of oil equivalent (boe/day)
50
52
(2)
-4%
PROFITABILITY
Petroleum and natural gas revenue
$
164,291 $
266,445
(102,154)
-38%
Net Revenue
164,291
266,445
(102,154)
-38%
Production and operating costs
156,200
180,469
(24,269)
-13%
Field netback
8,091
85,976
(77,885)
-91%
G&A
122,143
115,192
6,951
6%
Net cash flow from operations
(114,052)
(29,216)
(84,836)
-290%
Depletion, depreciation and other charges
22,486
24,471
(1,985)
-8%
Future income taxes
-
-
-
0%
Net loss from operations
$ (136,538) $
(53,687)
(82,851)
-154%
PROFITABILITY PER BOE
Oil and gas revenue (average selling price)
18.15
28.31
(10.16)
-36%
Production and operating costs
17.26
19.17
(1.91)
-10%
Field netback ($/boe)
0.89
9.13
(8.24)
-90%
Net loss ($/boe)
(15.09)
(5.70)
(9.38)
-164%
Cash flow from operations ($/boe)
(12.60)
(3.10)
(9.50)
-306%
Revenue
Revenue for the three month period ended June 30, 2015, decreased to $53,190 from $135,221 for the
comparable period ended June 30, 2014, a decrease of 61%. Revenue for the six month period ended
June 30, 2015, decreased to $164,291 from $266,445 for the comparable period ended June 30, 2014, a
decrease of 38%. The decrease in revenue over the comparable three and six month periods can be
attributed to the drastic decrease in oil prices and sustained lower natural gas prices despite the increase in
oil production in the current period.
Allied believes that revenue will increase in future periods based on current assets only if energy prices
increase and production levels remain relatively consistent.
10
Net Losses
Net losses for the three month period ended June 30, 2015, increased to $111,626 as compared to net
losses of $19,312 for the three month period ended June 30, 2014, an increase of 478%. Net losses for the
six month period ended June 30, 2015, increased to $134,561 as compared to net losses of $52,605 for the
six month period ended June 30, 2014, an increase of 156%. The decrease in net losses over the
comparable three and six month periods can be primarily attributed to the fall in revenue associated with
the comparative decrease in energy prices over the current periods.
Allied expects to return to net income in future periods based on current assets only if revenues increase
and current productivity in the field remains consistent.
Operating Expenses
General and administrative expenses for the three month period ended June 30, 2015, increased to
$87,601 from $47,449 for the comparable three month period ended June 30, 2014, an increase of 85%.
General and administrative expenses for the six month period ended June 30, 2015, increased to $122,143
from $115,192, an increase of 6%. The increase in general administrative expenses over the comparable
three and six month periods can be primarily attributed to an increase in professional fees related to the
compilation of our 2015 reserve report.
Allied expects that general and administrative expenses will remain relatively consistent in future periods.
Depletion expenses for the three month periods ended June 30, 2015, and June 30, 2014, were $11,173
and $17,804 respectively, a decrease of 37%. Depletion expenses for the six month periods ended June
30, 2015, and June 30, 2014, were $22,486 and $24,471 respectively, a decrease of 8%.
Depletion expenses are expected to remain relatively consistent in relation to the value attributed to aging
oil and gas assets.
Production costs for the three month periods ended June 30, 2015, and June 30, 2014, were $66,802 and
$89,844 respectively, a decrease of 26%. Production costs for the six month periods ended June 30, 2015,
and June 30, 2014, were $156,200 and $180,469 respectively, a decrease of 13%. The decrease in
production costs over the three and six month comparable periods can be attributed to a decrease in work
over costs.
Allied expects that production costs will increase over future periods as existing wells age and require
more vigorous maintenance.
Income Tax Expense
As of December 31, 2014, Allied has net operating loss (NOL) carry forwards of approximately
$2,143,000. Should substantial changes in our ownership occur there would be an annual limitation of the
amount of NOL carry forward which could be utilized. The ultimate realization of these carry forwards is
due, in part, on the tax law in effect at the time and future events, which cannot be determined. During the
year ended December 31, 2014, a valuation allowance was recorded against this net operating loss carried
forward.
11
Capital Expenditures
Allied made no capital expenditures on property or equipment for the six months ended June 30, 2015 or
2014.
Liquidity and Capital Resources
Allied had a working capital surplus of $1,352,010 as of June 30, 2015, and has funded its cash needs
since inception with revenues generated from operations, debt instruments and private equity placements.
Existing working capital and anticipated cash flow are expected to be sufficient to fund operations over
the next twelve months.
Total current assets as of June 30, 2015, were $1,372,473 which consisted of $1,355,084 in cash and
$17,389 in accounts receivable. Total assets were $2,669,724 which consisted of current assets, proven oil
and gas properties of $592,550 and deposits of $704,701.
Total current liabilities as of June 30, 2015, were $20,463 which consisted of accounts payable. Total
liabilities were $249,540 which consisted of current liabilities and an asset retirement obligation of
$229,077.
Stockholders’ equity as of June 30, 2015, was $2,420,184.
Net cash used in operating activities for the six month period ended June 30, 2015 was $57,077 as
compared to net cash used in operating activities of $14,535 for the six month period ended June 30,
2014. Net cash used in operating activities in the current period can be attributed primarily to a number of
items that are book expense items which do not affect the total amount relative to actual cash used
including depletion and amortization, and accretion expense. Balance sheet accounts that actually affect
cash, but are not income statement related items that are added or deducted to arrive at net cash used in
operating activities, include accounts receivable and accounts payable.
Allied expects to continue to rely on net cash flow used in operating activities until revenue increases and
net losses decrease or are eliminated with an increase in energy prices.
Net cash flow used in investing activities for the six month periods ended June 30, 2015, and June 30,
2014, was nil.
Allied expects to use cash flow in investing activities over future periods as it continues to evaluate
existing wells, identify exploration opportunities and considers additional acquisitions which activities
will require investment.
Net cash flow from financing activities for the six month periods ended June 30, 2015, and June 30,
2014, was nil.
Allied does not expect to realize cash flow from financing activities in the near term.
Allied has adopted a stock option plan pursuant to which it can grant up to 750,000 options to purchase
shares of its common stock to employees, directors, officers, consultants or advisors on the terms and
conditions set forth therein. As of June 30, 2015, 600,000 options with an exercise price of $0.35 had
been granted, all of which have vested.
Allied has no lines of credit or other bank financing arrangements in place.
12
Allied had no commitments for future capital expenditures that were material at June 30, 2015.
Allied has no defined benefit plan or contractual commitment with any of its officers or directors except
each members participation in our stock option plan and an executive agreement with its sole executive
officer that provides for a monthly fee and participation in our stock option plan.
Allied has no current plans for the purchase or sale of any plant or equipment.
Allied has no current plans to make any changes in the number of employees.
Allied does not expect to pay cash dividends in the foreseeable future.
Off Balance Sheet Arrangements
As of June 30, 2015, Allied has 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 are
material to stockholders.
Forward Looking Statements and Factors That May Affect Future Results and Financial Condition
The statements contained in the section titled Management’s Discussion and Analysis of Financial
Condition and Results of Operations, with the exception of historical facts, are forward looking
statements within the meaning of Section 27A of the Securities Act. We are ineligible to rely on the safe-
harbor provision of the Private Litigation Reform Act of 1995 for forward looking statements made in
this current report. Forward looking statements reflect our current expectations and beliefs regarding our
future results of operations, performance, and achievements. These statements are subject to risks and
uncertainties and are based upon assumptions and beliefs that may or may not materialize. These
statements include, but are not limited to, statements concerning:
§ our anticipated financial performance and business plan;
§ uncertainties related to production volumes of oil and gas;
§ the sufficiency of existing capital resources;
§ uncertainties related to future oil and gas prices;
§ uncertainties related the quantity of our reserves of oil and gas;
§ the volatility of the stock market and;
§ general economic conditions.
We wish to caution readers that our operating results are subject to various risks and uncertainties that
could cause our actual results to differ materially from those discussed or anticipated including the factors
set forth in the section entitled “Risk Factors” included elsewhere in this report. We also wish to advise
readers not to place any undue reliance on the forward looking statements contained in this report, which
reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update
or revise these forward looking statements to reflect new events or circumstances or any changes in our
beliefs or expectations, other than is required by law.
13
Critical Accounting Policies and Estimates
Accounting for Oil and Gas Property Costs. Allied (i) follows the successful efforts method of accounting
for the costs of its oil and gas properties, (ii) amortizes such costs using the units of production method
and (iii) evaluates its proven properties for impairment whenever events or changes in circumstances
indicate that their net book value may not be recoverable. Adverse changes in conditions (primarily gas
price declines) could result in permanent write-downs in the carrying value of oil and gas properties as
well as non-cash charges to operations that would not affect cash flows.
Estimates of Proved Oil and Gas Reserves. An independent petroleum engineer annually estimates
Allied’s proven reserves. Reserve engineering is a subjective process that is dependent upon the quality of
available data and the interpretation thereof. In addition, subsequent physical and economic factors such
as the results of drilling, testing, production and product prices may justify revision of such estimates.
Therefore, actual quantities, production timing, and the value of reserves may differ substantially from
estimates. A reduction in proved reserves would result in an increase in depreciation, depletion and
amortization expense.
Estimates of Asset Retirement Obligations. In accordance with ASC 410, Allied makes estimates of
future costs and the timing thereof in connection with recording its future obligations to plug and abandon
wells. Estimated abandonment dates will be revised in the future based on changes to related economic
lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted
to reflect changing industry experience. Increases in operating costs and decreases in product prices
would increase the estimated amount of the obligation and increase depreciation, depletion and
amortization expense. Cash flows would not be affected until costs to plug and abandon were actually
incurred.
Critical Accounting Policies
In Note 1 to the audited financial statements for the years ended December 31, 2014 and 2013, included
in our Form 10-K, Allied discusses those accounting policies that are considered to be significant in
determining the results of operations and its financial position. Allied believes that the accounting
principles utilized by it conform to accounting principles generally accepted in the United States.
The preparation of financial statements requires Allied’s management to make significant estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature,
these judgments are subject to an inherent degree of uncertainty. On an on-going basis, Allied evaluates
estimates. Allied bases its estimates on historical experience and other facts and circumstances that are
believed to be reasonable, and the results form the basis for making judgments about the carrying value of
assets and liabilities. The actual results may differ from these estimates under different assumptions or
conditions.
Recent Accounting Pronouncements
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates
(ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events,
considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued (or within one year after the date that
the financial statements are available to be issued when applicable). The amendments to (ASU) 2014-15
are effective for the annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future
effective dates are either not applicable or are not expected to be significant to the financial statements of
Allied.
14
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not required.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by Allied’s
management, with the participation of the chief executive officer and chief financial officer, of the
effectiveness of Allied’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the
Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to
ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in the Commission’s
rules and forms and that such information is accumulated and communicated to management, including
the chief executive officer and chief financial officer, to allow timely decisions regarding required
disclosures.
Based on that evaluation, Allied’s management concluded, as of the end of the period covered by this
report, that Allied’s disclosure controls and procedures were effective in recording, processing,
summarizing, and reporting information required to be disclosed, within the time periods specified in the
Commission’s rules and forms, and that such information was accumulated and communicated to
management, including the chief executive officer and chief financial officer, to allow timely decisions
regarding required disclosures.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) during the quarter ended June 30, 2015, that materially affected, or are reasonably
likely to materially affect, Allied’s internal control over financial reporting.
15
PART II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
None.
ITEM 1A.
RISK FACTORS
Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase
your investment, you should carefully consider the risks described below, in addition to the other
information contained in this quarterly report. If any of these risks actually occur, our business, financial
condition or results of operations could be seriously harmed. In that event, the market price for our
common stock could decline and you might lose all or part of your investment.
Risks Related to Allied’s Business
We have a history of significant operating losses, which losses may reoccur in the future.
Since our inception in 1979, our expenses have often exceeded our income, resulting in losses and an
accumulated deficit of $7,367,366 at December 31, 2014, which had increased to $7,501,927 at June 30,
2015. We recorded a net loss of $134,561 for the six month period ended June 30, 2015 and may continue
to realize future net losses if revenues do not increase. Our expectation of profitability depends on higher
energy prices and increased production through exploration, development or acquisition. Allied’s success
in this continued endeavor can in no way be assured.
Oil and natural gas prices are volatile. Any substantial decrease in prices would adversely affect our
financial results.
Allied’s future financial condition, results of operations and the carrying value of our oil and natural gas
properties depend primarily upon the prices we receive for oil and natural gas production. Oil and natural
gas prices historically have been volatile and are likely to continue to be volatile in the future. Allied’s
cash flow from operations is highly dependent on the prices we receive for oil and natural gas. This price
volatility also affects the amount of Allied’s cash flow available for capital expenditures and our ability to
borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of
additional factors that are beyond our control. These factors include:
§ the level of consumer demand for oil and natural gas;
§ the domestic and foreign supply of oil and natural gas;
§ the ability of the members of the Organization of Petroleum Exporting Countries to agree to and
maintain oil price and production controls;
§ the price of foreign oil and natural gas;
§ domestic governmental regulations and taxes;
§ the price and availability of alternative fuel sources;
§ weather conditions;
§ market uncertainty;
§ political conditions or hostilities in energy producing regions, including the Middle East; and
§ worldwide economic conditions.
These factors and the volatility of the energy markets generally make it extremely difficult to predict
future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices
16
would not only reduce revenue, but could reduce the amount of oil and natural gas that Allied can
produce economically and, as a result, could have a material adverse effect on our financial condition,
results of operations and reserves. Should the oil and natural gas industry experience significant price
declines, Allied may, among other things, be unable to meet our financial obligations or make planned
expenditures.
Allied’s future performance depends on its ability to find or acquire additional oil or natural gas
reserves.
Unless Allied successfully replaces the reserves that it produces, defined reserves will decline, resulting in
a decrease in oil and natural gas production, that will produce lower revenues, in turn decreasing cash
flows from operations. Allied has historically obtained the majority of its reserves through acquisition.
The business of exploring for, developing or acquiring reserves is capital intensive. Allied may not be
able to obtain the necessary capital to acquire additional oil or natural gas reserves if cash flows from
operations are reduced, and access to external sources of capital is unavailable. Should Allied not make
significant capital expenditures to increase reserves it will not be able to maintain current production rates
and expenses will continue to exceed revenue.
The results of our operations are wholly dependent on the production and maintenance efforts of
independent operators.
The operation and maintenance of our oil and natural gas operations is wholly dependent on independent
local operators. While the services provided by operators of our properties in the past have proven
adequate for the successful operation of our oil and natural gas wells, the fact that we are dependent on
operations of third parties to produce revenue from our assets could restrict our ability to generate a net
profit on operations.
Risks Related to the Company’s Stock
The market for our stock is limited and our stock price may be volatile.
The market for our common stock is limited due to low trading volumes and the small number of
brokerage firms acting as market makers. The average daily trading volume for our stock has varied
significantly from week to week and from month to month, and the trading volume often varies widely
from day to day. Due to these limitations there is volatility in the market price and tradability of our stock,
which may cause our shareholders difficulty in selling their shares in the market place.
Allied has not paid dividends to the shareholders of its common stock.
Allied has not paid any dividends to the shareholders of its common stock and has no intention of paying
dividends in the foreseeable future. Any future dividends would be at the discretion of our board of
directors and would depend on, among other things, future earnings, our operating and financial
condition, our capital requirements, and general business conditions.
17
Allied may require additional capital funding.
Allied may require additional funds, either through additional equity offerings or debt placements, in
order to expand our operations. Such additional capital may result in dilution to our current shareholders.
Further, our ability to meet short-term and long-term financial commitments will depend on future cash.
There can be no assurance that future income will generate sufficient funds to enable us to meet our
financial commitments.
If the market price of our common stock declines as our security holders sell their stock, selling
security holders or others may be encouraged to engage in short selling, depressing the market price.
The significant downward pressure on the price of the common stock as security holders sell material
amounts of common stock could encourage short sales by the selling security holders or others. Short
selling is the selling of a security that the seller does not own, or any sale that is completed by the delivery
of a security borrowed by the seller. Short sellers assume that they will be able to buy the stock at a lower
amount than the price at which they sold it short. Significant short selling of Allied’s stock would create
an incentive for market participants to reduce the value of our common stock. If a significant market for
short selling in our common stock develops, the market price for our common stock could be significantly
depressed.
Allied’s common stock is currently deemed to be “penny stock”, which makes it more difficult for
investors to sell their shares.
Allied’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of
the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the
NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or
that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for
three or more years). These rules require, among other things, that brokers who trade penny stock to
persons other than “established customers” complete certain documentation, make suitability inquiries of
investors and provide investors with certain information concerning trading in the security, including a
risk disclosure document and quote information under certain circumstances. Many brokers have decided
not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number
of broker-dealers willing to act as market makers in such securities is limited. If Allied remains subject to
the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for
Allied’s securities. If Allied’s securities are subject to the penny stock rules, investors will find it more
difficult to dispose of Allied’s securities.
18
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.
DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.
OTHER INFORMATION
None.
ITEM 6.
EXHIBITS
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page
21 of this Form 10-Q, and are incorporated herein by this reference.
19
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.
Allied Resources, Inc.
Date
/s/ Ruairidh Campbell
August 14, 2015
Ruairidh Campbell
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director
20
INDEX TO EXHIBITS
Exhibit
Description
3.1*
Articles of Incorporation dated February 12, 2002 (incorporated by reference to the Form
10-SB/A filed on April 21, 2003).
3.2 *
Bylaws (incorporated by reference to the Form 10-SB/A filed on April 21, 2003).
10.1 *
Oil and Gas Well Operating Agreement between Allied and Allstate Energy Corporation
dated May 1, 1996 (incorporated by reference to the Form 10SB/A filed on April 21,
2003).
10.2 *
Amendments to Operating Agreements between Allied and Allstate Energy Corporation
dated May 10, 1996 (incorporated by reference to the Form 10SB/A filed on April 21,
2003).
10.3 *
Form Gas Purchase Agreement (incorporated by reference to the Form 10SB/A filed on
April 21, 2003).
10.4*
Consulting Agreement between Allied and Ruairidh Campbell dated July 1, 2008
(incorporated by reference to the Form 10-Q filed on November 14, 2008).
14 *
Code of Ethics adopted May 3, 2004 (incorporated by reference to the Form 10-KSB filed
on May 26, 2004).
31
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (attached).
32
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (attached).
99.1 *
Allied Resources, Inc. 2008 Stock Option Plan (incorporated by reference to the Form 10-
Q filed on November 14, 2008).
99.2*
Reserve report from Sure Engineering, LLC (incorporated by reference to the Form 10-K
filed on April 15, 2015).
101. INS
XBRL Instance Document†
101. PRE
XBRL Taxonomy Extension Presentation Linkbase†
101. LAB
XBRL Taxonomy Extension Label Linkbase†
101. DEF
XBRL Taxonomy Extension Label Linkbase†
101. CAL
XBRL Taxonomy Extension Label Linkbase†
101. SCH
XBRL Taxonomy Extension Schema†
*
Incorporated by reference to previous filings of Allied.
†
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed
“furnished” and not “filed” or part of a registration statement or prospectus for purposes
of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is
not subject to liability under these sections.
21
Exhibit 31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ruairidh Campbell certify that:
1. I have reviewed this report on Form 10-Q of Allied Resources, Inc.;
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 registrant’s other certifying officer(s) 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 the 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s 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 registrant’s internal controls over financial reporting.
Date: August 14, 2015
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report on Form 10-Q of Allied Resources, Inc. for the quarterly period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof, I, Ruairidh Campbell, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1)
This report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in this report fairly presents, in all material respects, the financial condition of the registrant at the end of the period covered by this report and results of operations of the registrant for the period covered by this report.
Date: August 14, 2015
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
This certification accompanies this report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this report), irrespective of any general incorporation language contained in such filing.
A signed original of this written statement required by §906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
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