e10qsb
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|
|
|
þ |
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2007
|
|
|
o |
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-50929
Ignis Petroleum Group, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
16-1728419
(IRS Employer Identification No.)
One Legacy Town Center, 7160 Dallas Parkway, Suite 380, Plano,
Texas 75024
(Address of principal executive offices)
972-526-5250
(Issuers telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 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 is a shell company (as defined in rule 12 b-2 of the
Exchange Act).
Yes o No þ
State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date. As of December 31, 2007, the registrant had issued and outstanding
57,841,982 shares of common stock.
PART I FINANCIAL INFORMATION
|
|
|
Item 1. |
|
Financial Statements. |
Ignis Petroleum Group, Inc. and Subsidiary
Condensed Consolidated Balance Sheet
(unaudited)
|
|
|
|
|
|
|
December 31, 2007 |
|
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
41,559 |
|
Accounts receivable |
|
|
356,012 |
|
Prepaid expenses and other current assets |
|
|
19,229 |
|
|
|
|
|
Total current assets |
|
|
416,800 |
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
Oil and Gas Properties, net (successful efforts method) |
|
|
205,870 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
484,203 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,106,874 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
230,755 |
|
Accrued interest |
|
|
768,121 |
|
Current portion of asset retirement obligation |
|
|
34,176 |
|
Current portion of long-term debt |
|
|
4,787,000 |
|
Current portion of debt discount |
|
|
(4,778,399 |
) |
Current portion of derivative liability |
|
|
138,934 |
|
Current portion of contingent liability |
|
|
1,600,000 |
|
|
|
|
|
Total current liabilities |
|
|
2,780,587 |
|
|
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
Long-term debt |
|
|
1,000,000 |
|
Asset retirement obligation |
|
|
21,988 |
|
|
|
|
|
Total long-term liabilities |
|
|
1,021,988 |
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES (NOTE 10) |
|
|
|
|
|
|
|
|
|
Stockholders deficit: |
|
|
|
|
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and
outstanding |
|
|
|
|
Common
stock, $0.001 par value, 300,000,000 shares authorized 57,841,982 issued and
outstanding, net of 18,250,000 shares held in escrow |
|
|
57,842 |
|
Additional paid-in capital |
|
|
12,763,304 |
|
Accumulated deficit |
|
|
(15,516,847 |
) |
|
|
|
|
Total stockholders deficit |
|
|
(2,695,701 |
) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
|
$ |
1,106,874 |
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statement
3
Ignis Petroleum Group, Inc. and Subsidiary
Condensed Consolidated Statement of Operations
for the Three and Six Months Ended December 31, 2007 and 2006
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
|
|
|
|
(Restated) |
|
|
|
|
|
|
(Restated) |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Oil and natural gas sales |
|
$ |
535,872 |
|
|
$ |
234,909 |
|
|
|
831,437 |
|
|
|
722,030 |
|
Management fees |
|
|
45,000 |
|
|
|
22,500 |
|
|
|
90,000 |
|
|
|
22,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
580,872 |
|
|
|
257,409 |
|
|
|
921,437 |
|
|
|
744,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating expense |
|
|
54,759 |
|
|
|
9,325 |
|
|
|
85,504 |
|
|
|
13,904 |
|
Production and ad
valorem taxes |
|
|
27,125 |
|
|
|
9,048 |
|
|
|
41,674 |
|
|
|
36,218 |
|
Depreciation,
depletion and
amortization |
|
|
53,212 |
|
|
|
244,677 |
|
|
|
122,335 |
|
|
|
611,425 |
|
Accretion of asset
retirement obligation |
|
|
3,783 |
|
|
|
6,035 |
|
|
|
7,566 |
|
|
|
6,035 |
|
Exploration expenses,
including dry holes |
|
|
|
|
|
|
229,110 |
|
|
|
|
|
|
|
229,330 |
|
General and
administrative
expenses |
|
|
369,327 |
|
|
|
760,598 |
|
|
|
1,097,950 |
|
|
|
1,243,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
508,209 |
|
|
|
1,258,794 |
|
|
|
1,355,029 |
|
|
|
2,140,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from operations |
|
|
72,664 |
|
|
|
(1,001,385 |
) |
|
|
(433,592 |
) |
|
|
(1,395,995 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain from valuation of
derivative liability |
|
|
90,708 |
|
|
|
2,493,828 |
|
|
|
220,909 |
|
|
|
4,605,254 |
|
Interest expense |
|
|
(197,102 |
) |
|
|
(398,830 |
) |
|
|
(370,734 |
) |
|
|
(658,696 |
) |
Gain on sales of oil and
gas property |
|
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106,394 |
) |
|
|
2,094,998 |
|
|
|
(89,825 |
) |
|
|
3,946,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) |
|
|
(33,730 |
) |
|
|
1,093,613 |
|
|
|
(523,417 |
) |
|
|
2,550,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per
common share: |
|
$ |
(0.00 |
) |
|
$ |
0.02 |
|
|
$ |
(0.01)$ |
|
|
|
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
common shares outstanding |
|
|
56,885,439 |
|
|
|
50,284,647 |
|
|
|
55,585,050 |
|
|
|
50,488,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per
common share: |
|
$ |
(0.00 |
) |
|
$ |
0.02 |
|
|
$ |
(0.01)$ |
|
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average
number of common shares outstanding |
|
|
56,885,439 |
|
|
|
58,313,551 |
|
|
|
55,585,050 |
|
|
|
58,517,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements
4
Ignis Petroleum Group, Inc. and Subsidiary
Consolidated Statements of Cash Flows for the
Six Months ended December 31, 2007 and 2006
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the |
|
|
For the |
|
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(Restated) |
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(523,417 |
) |
|
$ |
2,550,563 |
|
|
Adjustments to reconcile net income (loss) to net cash used
in operating activities |
|
|
|
|
|
|
|
|
Depreciation and depletion |
|
|
122,335 |
|
|
|
611,425 |
|
Amortization of debt cost |
|
|
152,232 |
|
|
|
|
|
Loss from valuation adjustment of oil and gas properties |
|
|
|
|
|
|
229,330 |
|
Stock issued for compensation and services |
|
|
39,484 |
|
|
|
240,425 |
|
Amortization of discount of debentures |
|
|
6,732 |
|
|
|
|
|
Accretion of asset retirement obligation expense |
|
|
7,566 |
|
|
|
6,035 |
|
Gain on derivative financial instrument |
|
|
(220,909 |
) |
|
|
(4,605,254 |
) |
Change in current assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(193,701 |
) |
|
|
143,542 |
|
Prepaid expenses and other current assets |
|
|
53,914 |
|
|
|
172,440 |
|
Accounts payable and accrued expenses |
|
|
221,388 |
|
|
|
220,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in operating activities |
|
|
(334,376 |
) |
|
|
(430,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
|
|
Purchase of oil and gas properties |
|
|
|
|
|
|
|
|
Sale of oil and gas property |
|
|
60,000 |
|
|
|
91,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by/(used) investing activities |
|
|
60,000 |
|
|
|
91,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
|
|
|
Proceeds from note payable |
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by financing activities |
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase(decrease) in cash |
|
|
(274,376 |
) |
|
|
160,832 |
|
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
|
|
315,935 |
|
|
|
872,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
41,559 |
|
|
$ |
1,033,404 |
|
|
|
|
|
|
|
|
|
Supplemental non-cash financing transactions: |
|
|
|
|
|
|
|
|
Conversion of debenture into equity |
|
$ |
103,000 |
|
|
$ |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements
5
IGNIS PETROLEUM GROUP, INC. AND SUBSIDIARY
SELECTED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The interim consolidated financial statements of Ignis Petroleum Group, Inc. are unaudited and
in the opinion of management contain all adjustments (consisting primarily of normal recurring
accruals) necessary for a fair statement of the results for the interim periods presented. Results
for interim periods are not necessarily indicative of results to be expected for a full year or for
previously reported periods due in part to the volatility in prices for crude oil and natural gas,
the timing of acquisitions, interruption in production and the success of drilling activity. You
should read these consolidated interim financial statements in conjunction with the audited
consolidated financial statements and notes thereto included in Ignis Petroleum Groups Form 10-KSB
dated June 30, 2007.
2. RESTATEMENT OF PRIOR FINANCIAL INFORMATION
We identified an error in recording depletion. We recorded a reduction of $63,246 and an
increase of $39,838 in depletion expense under the units of production method for the six month and
three month periods ended December 31 2006 respectively, which has been corrected in this
restatement.
We identified an error in exploration expense. The North Wright Field should have been
written off to expense at June 30, 2006. We corrected this error in our Amendment No.2 to our
Annual Report on Form 10-KSB, resulting in the decrease in exploration expense of $199,082 and
$0.00 for the six and three month periods ended December 31, 2006.
The original presentation included amortization of debt discount in general and administrative
expense. We reclassified amortization expense of $89,140 to interest expense for the six and three
month periods.
We identified errors in our accounting for the warrant liability for warrants issued to
Cornell Capital Partners, LP. The warrant liability error relates to adjusting the warrant
liability for changes in fair market value on a quarterly basis. We historically recorded the fair
market value of the warrant liability at inception with no subsequent adjustments for changes in
the market value. As a result, we did not record the gain/loss on change in the warrant liability
as of December 31, 2006.
The warrant liability error resulted in an overstatement of warrant liability and related gain
of $2,695,667 and 2,135,825 for the six and three month periods ended December 31, 2006
respectively. These corrections had no effect on our revenue, total assets, cash flow or liquidity
for any period. In the event of a default of our obligations under the registration rights
agreement, including our agreement to file the registration statement no later than May 3, 2006, or
if the registration statement is not declared effective by September 5, 2006 we are considered in default. As of December 31, 2006 the
6
registration statement had not been declared effective, therefore we are considered in default and
accordingly we reclassified the warrant liability from long term to short term liabilities.
We identified an error in our accounting for the derivative liability issued to Cornell
Capital Partners LP. Under the Secured Convertible Debenture, Section 3(b)(i) limits the number of
shares issuable to Cornell Capital Partners, LP upon conversion to 4.99% of the outstanding stock
at time of conversion. Under section 39(a)(ii) of the same agreement, we are required to pay cash
in lieu of shares for the portion greater than 4.99%. The amount of cash is determined by the
number of shares issuable upon conversion and the current market price of our stock. Since the
number of shares issuable is calculated using 94% of the market price, the cash conversion results
in approximately a 6% premium paid on conversion. As a result, the value of the derivative
liability related to the conversion in excess of 4.99% will be based on the conversion premium at
the end of the reporting period, the Cash Premium Method rather than using the Black-Scholes model.
We corrected the derivative liability for the period ended December 31, 2006 resulting in a
decrease in the liability of $3,042,400 and $674,120 for the six and three months ended December
31, 2006 respectively. In the event of a default of our obligations under the registration rights
agreement, including our agreement to file the registration statement no later than May 3, 2006, or
if the registration statement is not declared effective by September 5, 2006 we are considered in
default. As of September 30, 2006 the registration statement had not been declared effective,
therefore we are considered in default and accordingly we reclassified the derivative liability
from long term to short term liabilities.
We also identified an error in accounting for the amortization of the debt discount related to
the $5,000,000 convertible debenture issued to Cornell Capital Partners, LP. We calculated the
amortization of the debt discount using an amortization method that is not in accordance with
generally accepted accounting principles. We corrected the calculation using the effective
interest method, which results in near zero amortization in the first year and exponentially
increasing in the later years because the debt balance (net of discount) is zero at inception. We
corrected the method of amortization in this restatement resulting in a decrease to interest
expense and increase to the debt discount of $1,266,331 and $642,942 for the six and three month
periods ended December 31, 2006. As of December 31, 2006 the registration statement had not been
declared effective, therefore we are considered in default and accordingly we reclassified the debt
and debt discount from long term to short term liabilities.
The effects of these changes on the consolidated balance sheet as of December 31, 2006, and
the statements of operations for the six and three month periods ended December 31, 2006 are
summarized as follows:
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
|
|
|
|
|
|
|
Reported |
|
|
|
|
|
As Restated |
|
|
As of December 31, 2006 |
|
Adjustments |
|
As of December 31, 2006 |
Property and equipment |
|
|
2,608,174 |
|
|
|
(19,940 |
) |
|
|
2,588,234 |
|
Accumulated depletion |
|
|
(1,263,782 |
) |
|
|
(149,892 |
) |
|
|
(1,413,674 |
) |
Other assets |
|
|
550,366 |
|
|
|
(550,366 |
) |
|
|
0 |
|
Other assets loan fees net of amortization |
|
|
0 |
|
|
|
724,729 |
|
|
|
724,729 |
|
Current portion of long term debt |
|
|
360,000 |
|
|
|
140,000 |
|
|
|
500,000 |
|
Less current portion of debt discount |
|
|
0 |
|
|
|
(499,976 |
) |
|
|
(499,976 |
) |
Current portion of derivative liability |
|
|
0 |
|
|
|
519,560 |
|
|
|
519,560 |
|
Current portion of warrant liability |
|
|
0 |
|
|
|
998,626 |
|
|
|
998,626 |
|
Long term debt |
|
|
3,416,204 |
|
|
|
(3,416,204 |
) |
|
|
|
|
Derivative liability |
|
|
3,561,860 |
|
|
|
(3,561,860 |
) |
|
|
|
|
Warrant liability |
|
|
3,694,293 |
|
|
|
(3,694,293 |
) |
|
|
|
|
Accumulated deficit |
|
|
(17,151,567 |
) |
|
|
7,950,475 |
|
|
|
(9,201,092 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Six Months |
|
|
|
|
|
For The Six Months |
|
|
Ended December 31, 2006 |
|
|
|
|
|
Ended December 31, 2006 |
Oil and natural gas sales |
|
|
706,123 |
|
|
|
15,907 |
|
|
|
722,030 |
|
Management Fees |
|
|
0 |
|
|
|
22,500 |
|
|
|
22,500 |
|
Lease operating expense |
|
|
(9,325 |
) |
|
|
(4,579 |
) |
|
|
(13,904 |
) |
Production and ad valorem taxes |
|
|
(9,048 |
) |
|
|
(27,170 |
) |
|
|
(36,218 |
) |
Depreciation, depletion and amortization |
|
|
(674,671 |
) |
|
|
63,246 |
|
|
|
(611,425 |
) |
Exploration expenses, including dry holes |
|
|
(428,412 |
) |
|
|
199,082 |
|
|
|
(229,330 |
) |
General and administrative expenses |
|
|
(1,154,473 |
) |
|
|
(89,140 |
) |
|
|
(1,243,613 |
) |
Gain (loss) from valuation of derivative liability |
|
|
(957,047 |
) |
|
|
5,562,301 |
|
|
|
4,605,254 |
|
Interest expense |
|
|
(1,835,887 |
) |
|
|
1,177,191 |
|
|
|
(658,696 |
) |
Net income (loss) |
|
|
(4,362,740 |
) |
|
|
6,919,338 |
|
|
|
2,556,598 |
|
Basic and diluted income (loss) per common share |
|
|
(0.09 |
) |
|
|
0.14 |
|
|
|
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months |
|
|
|
|
|
For The Three Months |
|
|
Ended December 31, 2006 |
|
|
|
|
|
Ended December 31, 2006 |
Management Fees |
|
|
0 |
|
|
|
22,500 |
|
|
|
22,500 |
|
Depreciation, depletion and amortization |
|
|
(204,839 |
) |
|
|
(39,838 |
) |
|
|
(244,677 |
) |
General and administrative expenses |
|
|
(671,458 |
) |
|
|
(89,140 |
) |
|
|
(760,598 |
) |
Gain (loss) from valuation of derivative liability |
|
|
(316,117 |
) |
|
|
2,809,945 |
|
|
|
2,493,828 |
|
Interest expense |
|
|
(952,632 |
) |
|
|
553,802 |
|
|
|
(398,830 |
) |
Net income (loss) |
|
|
(2,163,655 |
) |
|
|
3,257,268 |
|
|
|
1,093,613 |
|
Basic and diluted income (loss) per common share |
|
|
(0.04 |
) |
|
|
0.06 |
|
|
|
0.02 |
|
8
3. GOING CONCERN
The financial statements of the Company have been prepared on the basis of accounting
principles applicable to a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
Should the Company be unable to achieve profitable operations or raise additional capital to
bring on new projects, it may not be able to continue operations. These factors raise substantial
doubt concerning the ability of the Company to continue as a going concern. The accompanying
financial statements do not purport to reflect or provide for the consequences of discontinuing
operations. In particular, such financial statements do not purport to show: (a) as to assets,
their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as
to liabilities, the amount that may be allowed for claims and contingencies, or the status and
priority thereof; (c) as to shareholder accounts, the effect of any changes that may be made in the
capitalization of the Company; and (d) as to operations, the effect of any changes that may be made
in its business.
If current market conditions and production levels of our existing oil and natural gas
continues we have sufficient funds to conduct our operations for a limited amount of time. We will
need external funding to continue our planned operations for the next 12 months. Additional
financing may not be available in amounts or on terms acceptable to us, if at all. If we are unable
to secure additional capital, we will be forced to either slow or cease operations.
We presently do not have any available credit, bank financing or other external sources of
liquidity. Due to our brief history and historical operating losses, our operations have not been a
sufficient source of liquidity. We will need to obtain additional capital in order to expand
operations and become profitable. In order to obtain capital, we may need to sell additional shares
of our common stock or borrow funds from private lenders. We may not be successful in obtaining
additional funding.
We will still need additional investments in order to continue operations to achieve cash flow
break-even. Additional investments are being sought, but we cannot guarantee that we will be able
to obtain such investments. Financing transactions may include the issuance of equity or debt
securities, obtaining credit facilities, or other financing mechanisms. However, the trading price
of our common stock could make it more difficult to obtain financing through the issuance of equity
or debt securities. Even if we are able to raise the funds required, it is possible that we could
incur unexpected costs and expenses or experience unexpected cash requirements that would force us
to seek alternative financing. Further, if we issue additional equity or debt securities,
stockholders may experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of existing holders of our common stock. If additional
financing is not available or is not available on acceptable terms, we will have to curtail or
cease our operations.
4. FINANCIAL OBLIGATIONS
In January 2006, we entered into a securities purchase agreement, as amended and restated, for
the sale of $5,000,000 principal amount of secured convertible debentures. The secured convertible
debentures are due and payable, with 7% interest, three years from the date of issuance, unless
sooner converted into shares of our common stock. Any event of default such as our failure to repay
the principal or interest when due, our failure to issue shares of common stock upon conversion by
the holder, our failure to timely file a registration statement or have such registration statement
declared effective, breach of any covenant, representation or warranty in the securities purchase
agreement, as
9
amended and restated, or related secured convertible debentures, the assignment or
appointment of a receiver to control a substantial part of our property or business, the filing of
a money judgment, writ or similar process against our company in excess of $50,000, the
commencement of a bankruptcy, insolvency, reorganization or liquidation proceeding against us and
the delisting of our common stock could require the early repayment of the secured convertible
debentures, including default interest rate on the outstanding principal balance of the secured
convertible debentures if the default is not cured with the specified grace period. We anticipate
that the full amount of the secured convertible debentures will be converted into shares of our
common stock, in accordance with the terms of the secured convertible debentures. If we were
required to repay the secured convertible debentures, we would be required to use our limited
working capital and raise additional funds. If we were unable to repay the secured convertible
debentures when required, the debenture holders could commence legal action against us and
foreclose on all of our assets to recover the amounts due. Any such action would require us to
curtail or cease operations.
In connection with the second amended and restated securities purchase agreement, we also
entered into a second amended and restated registration rights agreement providing for the filing,
within five days of April 28, 2006, of a registration statement with the Securities and Exchange
Commission registering the common stock issuable upon conversion of the secured convertible
debentures and warrants. We are obligated to use our best efforts to cause the registration
statement to be declared effective no later than 130 days after filing and to insure that the
registration statement remains in effect until the earlier of (i) all of the shares of common stock
issuable upon conversion of the secured convertible debentures have been sold or (ii) January 5,
2008. In the event of a default of our obligations under the registration rights agreement, which
includes, among other things, our failure, to file the registration statement no later than May 3,
2006, or the failure of our registration statement to be declared effective by September 5, 2006,
we are required to pay Cornell Capital, as liquidated damages, for each month that the registration
statement has not been filed or declared effective, as the case may be, either a cash amount or
shares of our common stock equal to 2% of the liquidated value of the secured convertible
debentures. We have accrued a liability of $1,600,000 at December 31, 2007 in connection with this
provision. The lender has not technically declared us in default of our amended and restated
securities purchase agreement. Due to the failure of the registration statement to be declared
effective we are considered in default and have recorded the debt as a current liability in these
financial statements.
|
|
|
|
|
Convertible debentures payable |
|
$ |
4,787,000 |
|
Less: unamortized discount on debentures |
|
|
(4,778,399 |
) |
|
|
|
|
|
Convertible debentures, net |
|
$ |
8,601 |
|
|
|
|
|
In December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2, Accounting
for Registration Arrangements (FSP EITF 00-19-2), which specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a registration
payment arrangement, whether issued as a separate agreement or included as a provision of a
financial instrument or other agreement, should be separately recognized and measured in accordance with
SFAS No. 5, Accounting for Contingencies. FSP EITF 00-19-2 also requires additional disclosure
regarding the nature of any registration payment arrangements, alternative settlement methods, the
maximum potential amount of consideration and the current carrying amount of the liability, if
any. The guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, Accounting for Derivative
10
Instruments and Hedging Activities, and No. 150, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to include
scope exceptions for registration payment arrangement.
FSP EITF 00-19-2 is effective immediately for registration payment arrangements and the
financial instruments subject to those arrangements that are entered into or modified subsequent
to the issuance date (December 21, 2006) of this FSP, or for financial statements issued for
fiscal years beginning after December 15, 2006, and interim periods within those fiscal years, for
registration payment arrangements entered into prior to the issuance date of this FSP. We adopted
FSP EITF 00-19-2 effective July 1, 2007 and recorded $600,000 to contingent liability for the
remaining probable payments we will incur prior to expiration of the registration rights agreement
in January 2008. We also reclassified accrued liquidated damages in the amount of $1,000,000 from
accrued interest to contingent liabilities. In addition, the warrants issued in connection with
the Convertible Debentures no longer qualify for liability treatment per EITF Issue No. 00-19,
Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Companys Own Stock (EITF 00-19). We have recorded the initial fair market value of the
warrants totaling $4,343,959 to additional paid-in capital and eliminated the June 30, 2007 fair
market value of the warrant liability totaling $627,387. The net effect of the changes in the
contingent liability and warrant liability results in a cumulative change in accounting principle
totaling $4,316,572 recorded to the opening balance of retained earnings.
5. ASSET RETIREMENT OBLIGATION
Our financial statements reflect the provisions of Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement Obligations. Our asset retirement obligation
primarily represents the estimated present value of the amount we will incur to plug, abandon and
remediate our producing properties at the end of their productive lives, in accordance with
applicable state laws. We determine our asset retirement obligation by calculating the present
value of estimated cash flows related to the liability. We elected not to recognize asset
retirement obligation for the three month period ended December 31, 2006 as the amount was
immaterial and did not materially affect our obligations or misstate income. At December 31, 2007
we have recorded a liability for asset retirement obligation of $56,164, of which $21,988 is
considered long term. We recorded accretion expense of $3,783 and $7,566 for the three and six
month periods ended December 31, 2007 respectively.
11
|
|
|
|
|
|
|
2007 |
Asset retirement obligation at June 30, 2007 |
|
|
48,598 |
|
Liabilities incurred |
|
|
|
|
Liabilities settled |
|
|
|
|
Accretion expense |
|
|
3,783 |
|
Cummulative effect adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset retirement obligation at September 30, 2007 |
|
|
52,381 |
|
|
|
|
|
|
|
|
|
|
|
Accretion expense |
|
|
3,783 |
|
|
|
|
|
|
Asset retirement obligation at December 31, 2007 |
|
|
56,164 |
|
|
|
|
|
|
6. NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share is computed by dividing the net income (loss)
attributable to common shareholders by the weighted average number of shares of common stock
outstanding during the period. Any stock options and conversion of debt were not considered for the
calculation.
The weighted average shares used in the basic loss per common share computations for the three
months ended December 31, 2007 and 2006 were 56,885,439 and 50,284,647 shares, respectively. For
the six months ended December 31, 2007 and 2006, the weighted average shares used in basic loss per
common share computations were 55,585,050 and 50,488,361 shares respectively.
Diluted net income (loss) per common share is computed in the same manner, but also considers
the effect of the convertible debentures and warrants if their effect is dilutive. For the three
and six month periods ended December 31, 2006 dilutive earnings per share were $0.02 and $0.04
respectively. For the three and six month periods ended December 31, 2006, the convertible
debentures of 8,028,904 increased basic common share to 58,313,551 and 58,517,345 respectively.
7. SALE OF PROPERTY
We sold the Inglish Sisters #3 well located in Montague County, Texas for $60,000 effective
September 30, 2007. We recorded a gain on the transaction of $60,000 as the property had zero net
book value at June 30, 2007 as the underlying value of the property was less than our reserve
report dated July 1, 2007.
On September 10, 2007, we issued 238,125 shares of common stock to our advisors for services
to us as advisors at $0.10 per share or $20,813 for 208,125 shares and at $0.05 per share or $1,500
for 30,000 shares. No underwriters were used and the shares were issued in reliance upon exemptions
contained in Rule 506 and/or Section 4(2) of the Securities Act.
12
On September 7, 2007, Cornell Capital Partners LP executed a Notice of Conversion in
accordance with and pursuant to their Securities Purchase Agreement. They elected to convert
convertible debentures into shares of our common stock, for $100,000 of the principal amount of
debentures dated January 5, 2006. The number of shares issued was 3,436,426 at a conversion price
of $.0291. On September 10, 2007, Cornell Capital Partners LP executed a Notice of Conversion in
accordance with and pursuant to their Securities Purchase Agreement. They elected to convert
convertible debentures into shares of common stock, for $3,000 of the principal amount of
debentures dated January 5, 2006. The number of shares issued was 103,093 at a conversion price of
$.0291.
On November 20, 2007, we issued 170,000 shares of common stock to Shawn Clift for services to
us as Chief Financial Officer. No underwriters were used and the shares were issued in reliance
upon the exemptions contained in Rule 506 and/or Section 4(2) of the Securities Act. These shares
were valued at $6,800 or $0.04 per share, the fair market value of the common stock at the date of
grant.
On October 25, 2007, we issued an aggregate of 90,000 shares of common stock to our advisors
for services to us as advisors. No underwriters were used and the shares were issued in reliance
upon the exemptions contained in Rule 506 and/or Section 4(2) of the Securities Act. These shares
were valued at $4,500 or $0.05 per share, the fair market value of the common stock at the date of
grant
On November 9, 2007, we issued 500,000 shares of common stock to Michael P. Piazza for
services to us as CEO of the company. No underwriters were used and the shares were issued in
reliance upon the exemptions contained in Rule 506 and/or Section 4(2) of the Securities Act. These
shares were valued at $20,000.00 or $0.04 per share, the fair market value of the common stock at
the date of grant.
9. COMMITMENTS AND CONTINGENCIES
Retention Bonus On July 12, 2007, we entered into a retention bonus agreement (the
Agreement) with Michael P. Piazza, our President and Chief Executive Officer and Shawn L. Clift,
our Chief Financial Officer (each an Executive). Under the terms of the Agreement, we agreed to
pay to the Executives beginning June 1, 2007 (the Effective Date), a retention bonus equal to the
Executives monthly base salary in effect as of the Effective Date during the period we investigate
restructuring options. On July 26, 2007, we entered into a retention bonus agreement with
Lifestyles Integration, Inc., the company through which we receive the consulting services of Eric
Hanlon. Under the terms of the agreement, we will pay Lifestyles, effective June 1, 2007, a
monthly retention bonus equal to Lifestyles monthly consulting fee of $12,500 during the period in
which we consider restructuring alternatives.
As of December 31, retention bonuses were paid to Michael Piazza and Shawn Clift for $78,750
and $65,625 respectively. As of December 31, 2007, a retention bonus of $56,250 was paid to
Lifestyles Integration, Inc. Therefore, there is no accrual on the December 31, 2007 Balance Sheet
for Retention Bonuses.
13
Under our amended and restated securities purchase agreement with Cornell Capital, LP we are
considered in default due to the failure of the registration statement to be declared effective.
The lender has not declared the company technically in default. We have accrued liquidated damages
in the amount of $1,000,000 as of June 30, 2007. In accordance with FSP EITF 00-19-2 we recorded
$600,000 to contingent liability for the remaining probable payments we will incur prior to
expiration of the registration rights agreement in January 2008. As of December 31, 2007, the
contingent liability of $1,600,000 is classified as short term.
Litigation - We are not aware of any pending or threatened litigation or legal proceedings.
Other To date, our expenditures to comply with environmental or safety regulations have not
been significant and are not expected to be significant in the future. However, new regulations,
enforcement policies, claims for damages or other events could result in significant future costs.
Item 2. Managements Discussion and Analysis or Plan of Operation.
Forward-Looking Statements
We are including the following cautionary statement in this Form 10-QSB for any
forward-looking statements made by, or on behalf of, us. Certain statements contained herein and
other materials we file with the Securities and Exchange Commission are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Act of 1934, as amended and, accordingly, involve risks and uncertainties which could
cause actual results or outcomes to differ materially from those expressed in the forward-looking
statements. Forward-looking statements give our current expectations, plans, objectives,
assumptions or forecasts of future events. All statements other than statements of current or
historical fact contained in this report, including statements regarding our future financial
position, business strategy, budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as anticipate, estimate, plans, potential, projects,
ongoing, expects, management believes, we believe, we intend, and similar expressions.
These statements are based on our current plans and are subject to risks and uncertainties, and as
such our actual future activities and results of operations may be materially different from those
set forth in the forward-looking statements. Any or all of the forward-looking statements in this
periodic report may turn out to be inaccurate and as such, you should not place undue reliance on
these forward-looking statements. We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends that we believe may
affect our financial condition, results of operations, business strategy and financial needs.
Factors that could cause actual results to differ materially from those in forward-looking
statements include: the change of business focus; continued availability of capital and financing;
general economic, market or business conditions; acquisition opportunities or lack of
opportunities; changes in
laws or regulations; risk factors listed from time to time in our reports filed with the
Securities and Exchange Commission; and other factors.
14
These forward-looking statements speak only as of the date on which they are made, and except
to the extent required by federal securities laws, we undertake no obligation to update any
forward-looking statements to reflect events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking
statements. All subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained in this periodic report.
Plan of Operations
Overall Strategy
We believe opportunities exist primarily because the major energy companies continue to focus
their attention and resources toward the discovery and development of large fields. Moreover the
major companies have higher internal overhead costs that prevent them from fully developing
production from existing, mature fields. And, the recent economics of the oil and gas market
continues to hold high pricing. These conditions provide ample opportunities for smaller
independent companies to purchase and exploit mature U.S. fields. We expect that there will be
competition for such properties.
We will continue to target potential acquisition candidates in a disciplined manner. By
adhering to our disciplined approach, we expect to prevent overpaying for acquisition and
development opportunities provided we can obtain financing for projects.
On September 27, 2006, through our wholly-owned subsidiary, Ignis Barnett Shale, LLC, we
entered into a purchase and sale agreement with W.B. Osborn Oil & Gas Operations., Ltd. and St. Jo
Pipeline, Limited to acquire 45% of W.B. Osborn Oil & Gas Operations and St. Jo Pipelines interest
in the acreage, oil and natural gas producing properties, and natural gas gathering and treating
system located in the St. Jo Ridge Field in the North Texas Fort Worth Basin. To fund Ignis Barnett
Shales acquisition of the properties as contemplated by the Purchase Agreement, on November 15,
2006, we entered into an Amended and Restated Limited Liability Company Agreement of Ignis Barnett
Shale with affiliates of Silver Point Capital, L.P. Under the terms of the LLC Agreement, we agreed
to manage the day-to-day operations of Ignis Barnett Shale and the Silver Point affiliates agreed
to fund 100% of the purchase price of the transaction and 100% of future acreage acquisitions and
development costs of Ignis Barnett Shale to the extent approved by Silver Point. Ignis Barnett
Shales budget and generally all material decisions affecting Ignis Barnett Shale are subject to
the approval of Silver Point. Distributions from Ignis Barnett Shale will be made first to Silver
Point until Silver Point has received a return of its aggregate capital contributions and a
specified return on such contributions. Thereafter, we can earn up to 50% of the cash distributions
after Ignis Barnett Shale meets performance criteria specified in the LLC Agreement.
The effective date of the above transaction was June 1, 2006. At June 1, 2006, there were 14
producing wells. As of December 31, 2007, 26 wells are on production, one well is in completion,
and one well is awaiting completion. For the quarter ended December 31, 2007, net production to
the Ignis Barnett Shale, LLC averaged 105 bopd and 905 mcfpd of gas. Cumulative gross production
through October 2007 from Osborns Barnett Shale wells has been in excess of 615,000 barrels of oil
and 2.9 Bcf of gas. Ignis Barnett Shale, LLC also derives revenue from joint ownership in a
26-mile gas
gathering and treating system that transmits and processes third party gas in the area. Our
goal is to continue to expand this system to service not only our wells, but additional third
parties, as well. Five of our wells have been horizontally drilled.
15
We will earn our share of equity upon Silver Point realizing a specified return under the
terms of the Purchase and Sale Agreement. We have the opportunity to earn up to 50% equity in the
partnership. Until such time as we begin to earn our equity share, we are not allowed to
consolidate the results of these operations into our own in accordance with EITF Abstracts, Issue
No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a
Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. For the
quarter ended December 31, 2007, we have not earned our share of equity and therefore we have not
recorded any financial transactions relating to this venture. During the quarter and six month
period ended December 31, 2007, management fees were paid to us in the amount of $45,000, and
$90,000 respectively.
On December 21, 2007, our Services Agreement, dated November 15, 2006, with Ignis Barnett
Shale, LLC (IBS) was automatically terminated pursuant to its term upon our removal as the B
Manager of the Amended and Restated Limited Liability Company Agreement of IBS, dated November 15,
2006 (the LLC Agreement), by Silver Point Capital L.P. (Sliver Point). The Services Agreement
was entered into on November 15, 2006 for the purpose of providing management and administrative
services to IBS in exchange for payment of $50,750 per month during the initial 12 months and
$43,250 per month thereafter. The LLC Agreement remains in effect and unchanged.
Liquidity and Capital Resources
As of December 31, 2007, we had a working capital deficit of $2,363,787. Excluding the
reclassification of debt and derivative liability we had a working capital deficit of $616,252. For
the six months ended December 31, 2007, we generated a net cash flow deficit from operating
activities of $334,377. Cash from investing activities totaled $60,000, which was proceeds from the
sale of an oil and gas well. No cash was provided by financing activities.
We intend to finance acquisitions of oil and gas properties and drilling programs with access
to capital markets, and cash flow from operations. We cannot guarantee that any additional equity
financing will be available in sufficient amounts or on acceptable terms when needed. If such
financing is not available in sufficient amounts or on acceptable terms, our results of operations
and financial condition may be adversely affected. In addition, equity financing may result in
dilution of existing stockholders and my involve securities that have rights, preferences, or
privileges that are senior to our common stock.
We do not expect capital expenditures during the current quarter. If current market conditions
and production levels of our existing oil and natural gas continues, we have sufficient funds to
conduct our operations for a limited amount of time which includes no capital expenditures. We will
need external funding to continue our operations and any further growth. Additional financing may
not be available in amounts or on terms acceptable to us, if at all. If we are unable to secure
additional capital, we will be forced to either slow or cease operations.
We will still need additional investments in order to continue operations to achieve cash flow
break-even. Additional investments are being sought, but we cannot guarantee that we will be able
to
obtain such investments. Financing transactions may include the issuance of equity or debt
securities, obtaining credit facilities, or other financing mechanisms. However, the trading price
of our common stock could make it more difficult to obtain financing through the issuance of equity
or debt securities.
16
Even if we are able to raise the funds required, it is possible that we could incur unexpected
costs and expenses or experience unexpected cash requirements that would force us to seek
alternative financing. Further, if we issue additional equity or debt securities, stockholders may
experience additional dilution or the new equity securities may have rights, preferences or
privileges senior to those of existing holders of our common stock. If additional financing is not
available or is not available on acceptable terms, we will have to curtail or cease our operations.
Management and our auditors have noted that there is substantial doubt about our ability to
continue as a going concern. Our existence is dependent upon management funding operations and
raising sufficient capital. At this point in time we are unable to predict if any additional
funding will become available.
Financing Activities
On September 7, 2007, Cornell Capital Partners LP executed a Notice of Conversion in
accordance with and pursuant to their Securities Purchase Agreement. They elected to convert
convertible debentures into shares of our common stock, for $100,000 of the principal amount of
debentures dated January 5, 2006. The number of shares issued was 3,436,426 at a conversion price
of $.0291. On September 10, 2007, Cornell Capital Partners LP executed a Notice of Conversion in
accordance with and pursuant to their Securities Purchase Agreement. They elected to convert
convertible debentures into share of common stock, for $3,000 of the principal amount of debentures
dated January 5, 2006. The number of shares issued was 103,093 at a conversion price of $.0291.
There were no debentures converted in the three months ended December 31, 2007.
Operating Activities
For the six months ended December 31, 2007, net cash used in operating activities was $334,377
compared to $430,521 used in operating activities for the six months ended December 31, 2006. Cash
from investing activities for the six months ended December 31, 2007 was $60,000 and cash from
investing activities for the six months ended December 31, 2006 was $91,353. Cash provided by
financing activities for the six months ended December 31, 2007 and 2006 was $0 and $500,000,
respectively. Cash from investing activities resulted from the sale of the Inglish Sisters #3 well
in Montague County, Texas.
Results of Operations
For the three months ended December 31 , 2007, we had a loss on basic and diluted common
shares of less than $(0.01) compared to the prior year quarter ended December 31, 2006 of $0.02
resulting primarily from a small gain of $90,708 on valuation of derivatives in the current three
month period ended December 31, 2007 compared to a gain of $2,493,828in the prior three months
period ended December 31, 2006. Interest expense of $197,102 was lower compared to the prior three
month period amount of $398,830.
For the six months ended December 31 , 2007, we had a loss on basic and diluted common shares
of $(0.01) compared to the prior six months ended December 31, 2006 of $.05 for basic and $.04 for
diluted resulting primarily from a lower gain on valuation of derivatives in the amount of $220,909
in the current six month period ended December 31, 2007 compared to a gain of $4,605,254 in the
prior
six months period ended December 31, 2006. Interest expense of $370,734 was lower compared to the
prior six month period amount of $658,696.
17
Overall
The following table summarizes the differences between the three month periods, and the six month
periods ended December 31, 2007 and 2006, respectively
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
Three Months Ended December 31, |
|
|
(Decrease) |
|
|
Six Months Ended December 31, |
|
|
(Decrease) |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Results of oil and gas
producing operations |
|
$ |
441,992 |
|
|
|
(240,787 |
) |
|
|
682,779 |
|
|
$ |
664,358 |
|
|
|
(152,382 |
) |
|
|
816,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General & administrative expense |
|
$ |
(369,327 |
) |
|
|
(760,598 |
) |
|
|
391,271 |
|
|
$ |
(1,097,950 |
) |
|
|
(1,243,613 |
) |
|
|
145,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(loss) from valuation
of derivative liaility |
|
$ |
90,708 |
|
|
|
2,493,828 |
|
|
|
(2,403,120 |
) |
|
$ |
220,909 |
|
|
|
4,605,254 |
|
|
|
(4,384,345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
(197,102 |
) |
|
|
(398,830 |
) |
|
|
201,728 |
|
|
|
(370,734 |
) |
|
|
(658,696 |
) |
|
|
287,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of property |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
60,000 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/ (loss) |
|
$ |
(33,730 |
) |
|
|
1,093,613 |
|
|
|
(1,127,343 |
) |
|
|
(523,417 |
) |
|
|
2,550,563 |
|
|
|
(3,425,307 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of oil and gas producing operations consist of operating revenues less lease operating
expenses, production taxes, accretion of asset retirement obligations, and depreciation and
depletion, and exploration expenses.
For the three month period ended December 31, 2007, the increase in results from oil and gas
operations of $682,779 is primarily attributed to an increase in oil and gas prices and increase in
production as discussed below.
For the six month period ended December 31, 2007, the increase in results from oil and gas
operations of $816,740 is primarily attributed to an increase in oil and gas prices and an
increase in production as discussed below.
18
The other factors will be addressed in the following discussion:
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Three Months Ended |
|
Six Months Ended |
|
Six Months Ended |
|
|
December 31, 2007 |
|
December 31, 2006 |
|
December 31, 2007 |
|
December 31, 2006 |
Operating revenues |
|
$ |
535,872 |
|
|
|
234,909 |
|
|
|
831,437 |
|
|
|
722,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensate (Mbbls) |
|
|
4.3 |
|
|
|
3.4 |
|
|
|
7.8 |
|
|
|
8.2 |
|
Natural Gas (MMcf) |
|
|
14.9 |
|
|
|
7.9 |
|
|
|
23.5 |
|
|
|
29.1 |
|
Total (BOE) |
|
|
6.8 |
|
|
|
4.8 |
|
|
|
11.7 |
|
|
|
13.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensate ($/Bbl) |
|
$ |
91.38 |
|
|
|
58.13 |
|
|
|
85.60 |
|
|
|
63.54 |
|
Natural Gas ($/Mcf) |
|
$ |
9.35 |
|
|
|
6.84 |
|
|
|
8.33 |
|
|
|
7.25 |
|
For the current three month period ended December 31, 2007, our operating revenues of $535,872
are representative of an increase in production compared to the prior three month period ended
September 30, 2006. Condensate production increased as the price per Bbl increased by $33.25 and
natural gas production substantially increased in addition to the average price increasing
$2.51/Mcf. On a BOE equivalent basis our production increased by 42%. The substantial increase in
natural gas production and increase in condensate production is primarily attributed to the
workover of the Acom A-6 well in Chambers County, Texas in the three month period ended September,
2007. The average price we received for condensate sales is generally at market prices received at
the wellhead. The average price we receive for natural gas sales is approximately the market price
at the wellhead less transportation and marketing expenses.
Operating expenses
For the three month periods ended December 31, 2007 and 2006, operating expense excluding
general and administrative expense was $138,879 and $498,195, respectively. The overall decrease of
$359,316 was primarily due to lower depreciation and depletion, as mentioned above, of $191,465 and
lower exploration expense of $229,110.
Our general and administrative (G&A) expenses consist of support services to operate the
company and investor relations costs. For the three months ended December 31, 2007 and 2006 G&A was
$369,327 and $760,598, respectively The decrease in general and administrative expense for the
three month period ended December 31, 2007 was primarily due to a decrease in the cost of
professional services of $84,964, and elimination of costs associated with due diligence and deal
costs for a failed acquisition and financing of the Liberty Hills project.
For the six month periods ended December 31, 2007 and 2006, operating expense excluding
general and administrative expense was $257,079 and $896,102 respectively. The overall decrease of
$639,023 was primarily due to lower depreciation and depletion, as mentioned above, of $489,090 and
lower exploration costs of $229,330.
19
Our general and administrative (G&A) expenses consist of support services to operate the
company and investor relations costs. For the six months ended December 31, 2007 and 2006 G&A was
$1,097,950 and $1,243,613, respectively The decrease in general and administrative expense for the
three month period ended December 31, 2007 was primarily due to a decrease in salaries and
professional services due to the reduction in staff.
Interest Expense
For the three and six month periods ended December 31, 2007 and 2006, interest expense was
$197,102 and $398,830, respectively for the three month period and 370,734 and $658,696
respectively for the six month period The decrease in interest expense compared to the prior three
month period is a result of recording $100,000 monthly in liquidated damages as required under the
amended and restated securities purchase agreement at December 31, 2006. The decrease in interest
expense compared with the prior six month period was similarly caused as a result of recording
$100,000 monthly in liquidated damages as required under the amended and restated securities
purchase agreement at December 31, 2006. The liquidated damages began accruing in September 2006.
Gain on valuation of derivative liability
For the three and six month period ended December 31, 2007, the gain on valuation of
derivatives is derived from Convertible Debentures and warrants in accordance with the Purchase
Securities Agreement with Cornell Capital Partners, LP. For the three month periods ended December
31, 2007 and 2006 we recorded a gain on the valuation of derivatives of $90,708 and $2,493,808
respectively, or a $ 2,403,100 decrease compared to the prior three month period. For the six month
period ended December 31 2007 and 2006 we recorded a gain of $220,909 and 4,605,254 respectively,
or a $4,384,345 decrease compared to the prior six month period. Due to the decrease in our common
stock price and the decrease in the remaining term of the convertible debentures, our liability has
been reduced to $138,934 at December 31, 2007. We use the Black-Scholes method to account for the
mark-to-market valuation except for the convertible debenture that requires we pay cash in lieu of
shares for that portion greater than 4.99% which is valued using the cash premium method.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements as of December 31, 2007 or as of the date of
this report.
Item 3. Controls and Procedures.
Our management, with the participation of our then chief executive officer and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31,
2007. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and
other procedures of a company that are designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure
20
controls and procedures include controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the companys management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required
disclosure.
Disclosure controls and procedures are controls and other procedures that are designed to
ensure that the information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions rules and forms. Disclosures controls
and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports that a company files or submits under the
Exchange Act is accumulated and communicated to the Companys management, including its Principal
Executive Officer and Principal Financial Officer as appropriate to allow timely decisions
regarding required disclosure.
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of
the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act) were not effective as of December 31, 2007.
Our management has identified a material weakness in our internal control over financial
reporting, as defined in the standards by the Public Company Accounting Oversight Board. The area
of material weakness identified in our internal control over financial reporting is the lack of an
adequate complement of staff to address technical accounting issues as well as a lack of sufficient
personnel to maintain proper segregation of duties. Provided we obtain additional funding we may be
able to hire additional qualified staff to address this weakness.
Except for the material weakness described above, there have been no significant changes in
our internal controls or in the other factors since the date of the Chief Executive Officers and
Chief Financial Officers evaluation that could significantly affect these internal controls,
including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II OTHER INFORMATION
Item1. Legal Procedings.
We are not aware of any pending or threatened litigation or legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On July 17, 2007, we issued 50,000 shares of common stock to members of our Board of Directors
for services rendered as directors. No underwriters were used and the shares were issued in
reliance upon the exemptions contained in Rule 506 and/or Section 4(2) of the Securities Act.
21
On September 10, 2007, we issued 178,125 shares of common stock to our advisors for services
to us as advisors. No underwriters were used and thee shares were issued in reliance upon the
exemptions contained in Rule 506 and/or Section 4(2) of the Securities Act.
On September 7 and 10, 2007, we issued a total of 3,539,519 shares of common stock to Cornell
Capital Partners, LP upon conversion of a portion of their Convertible Debenture Agreement. No
underwriters were used and the shares were issued in reliance upon the exemptions contained in Rule
506 and/or Section 4(2) of the Securities Act. These shares were valued at $103,000 or $0.0291 per
share, the fair market value of the common stock at the date of conversion.
On November 20, 2007, we issued 170,000 shares of common stock to Shawn Clift for services to
us as Chief Financial Officer of the company. No underwriters were used and the shares were issued
in reliance upon the exemptions contained in Rule 506 and/or Section 4(2) of the Securities Act.
These shares were valued at $6,800.00 or $0.04 per share, the fair market value of the common stock
at the date of grant.
On October 25, 2007, we issued an aggregate of 90,000 shares of common stock to our advisors
for services to us as advisors. No underwriters were used and the shares were issued in reliance
upon the exemptions contained in Rule 506 and/or Section 4(2) of the Securities Act. These shares
were valued at $4,500 or $005 per share, the fair market value of the common stock at the date of
grant.
On November 9, 2007, we issued 500,000 shares of common stock to Michael P. Piazza for
services to us as Chief Executive Officer of the company. No underwriters were used and the shares
were issued in reliance upon the exemptions contained in Rule 506 and/or Section 4(2) of the
Securities Act. These shares were valued at $20,000.00or $0.04 per share, the fair market value of
the common stock at the date of grant.
Item 3. Defaults Upon Senior Securities
In connection with the second amended and restated securities purchase agreement with Cornell
Capital Partners, we also entered into a second amended and restated registration rights agreement
with Cornell Capital providing for the filing, within five days of April 28, 2006, of a
registration statement with the Securities and Exchange Commission registering the common stock
issuable upon conversion of the secured convertible debentures and warrants. We are obligated to
use our best efforts to cause the registration statement to be declared effective no later than 130
days after filing and to insure that the registration statement remains in effect until the earlier
of (i) all of the shares of common stock issuable upon conversion of the secured convertible
debentures have been sold or (ii) January 5, 2008. In the event of a default of our obligations
under the registration rights agreement, which includes, among other things, our failure, to file
the registration statement no later than May 3, 2006, or the failure of our registration statement
to be declared effective by September 5, 2006, we are required pay to Cornell Capital, as
liquidated damages, for each month that the registration statement has not been filed or declared
effective, as the case may be, either a cash amount or shares of our common stock equal to 2% of
the liquidated value of the secured convertible debentures. We have accrued a liability at December
31, 2007 in connection with this provision. Due to the failure of the registration statement to be
declared effective, we are considered in default and have recorded the debt as a current
liability in our financial statements. The lender has not declared us in default of our amended and
restated securities purchase agreement as of December 31, 2007.
22
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
In
December 2007, Geoff Long was appointed by the Board of Directors to serve as our
Chief Financial Officer.
Item 6. Exhibits.
The following are exhibits to this report:
|
|
|
Exhibit No. |
|
Description |
*31.1
|
|
Certification by Chief Executive Officer, required by Rule
13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
*31.2
|
|
Certification by Chief Financial Officer, required by Rule
13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
*32.1
|
|
Certification by Chief Executive Officer, required by Rule
13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section
1350 of Chapter 63 of Title 18 of the United States Code,
promulgated pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
|
*32.2
|
|
Certification by Chief Financial Officer, required by Rule
13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section
1350 of Chapter 63 of Title 18 of the United States Code,
promulgated pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
23
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
Ignis Petroleum Group, Inc. (Registrant) |
|
|
|
|
|
Date: February 19, 2008
|
|
By:
|
|
/s/ Geoff Evett |
|
|
|
|
|
|
|
Geoff Evett |
|
|
President and Chief Executive Officer |
|
|
|
|
|
Date: February 19, 2008
|
|
By:
|
|
/s/ Geoff Long |
|
|
|
|
|
|
|
Geoff Long |
|
|
Chief Financial Officer |
24
Exhibit Index
|
|
|
Exhibit No. |
|
Description |
*31.1
|
|
Certification by Chief Executive Officer, required by Rule
13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
*31.2
|
|
Certification by Chief Financial Officer, required by Rule
13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
*32.1
|
|
Certification by Chief Executive Officer, required by Rule
13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section
1350 of Chapter 63 of Title 18 of the United States Code,
promulgated pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
|
*32.2
|
|
Certification by Chief Financial Officer, required by Rule
13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section
1350 of Chapter 63 of Title 18 of the United States Code,
promulgated pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |