UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark one)
x | ||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: February 29, 2012
Or
¨ | ||
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: 0-30746
FRONTIER OILFIELD SERVICES, INC.
(Formerly TBX RESOURCES, INC.Resources, Inc.)
(Exact name of registrant as specified in its charter)
Texas | |||
75-2592165 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||
3030 LBJ Freeway, Suite 1320 | 75234 | ||
(Address of principal executive offices) | (Zip Code) |
(972) 234-2610
(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.o¨ Yesþx No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).o¨ Yeso¨ No
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 | ¨ | Accelerated Filer | ¨ | |||||
Smaller Reporting Company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o¨ Yesþx No
As of September 30, 2011,April 12, 2012, there were 4,027,4429,278,288 shares of common stock, par value $0.01 per share, outstanding.
FRONTIER OILFIELD SERVICES, INC.
(Formerly TBX Resources, Inc.)FRONTIER OILFIELD SERVICES, INC.
(Formerly TBX RESOURCES, INC.
CONDENSED BALANCE SHEETS
August 31, | ||||||||
2011 | November 30, | |||||||
(Unaudited) | 2010 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 531 | $ | 665 | ||||
Oil and gas revenue receivable | 3,334 | 8,271 | ||||||
Inventory | — | 8,300 | ||||||
Total current assets | 3,865 | 17,236 | ||||||
Oil and gas properties (successful efforts method), net | — | 37,567 | ||||||
Other | 6,211 | 6,211 | ||||||
Total Assets | $ | 10,076 | $ | 61,014 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current Liabilities | ||||||||
Trade accounts payable and accrued expenses | $ | 25,463 | $ | 33,609 | ||||
Advances from affiliate | 67,532 | — | ||||||
Deferred revenue | — | 8,300 | ||||||
Total current liabilities | 92,995 | 41,909 | ||||||
Long-term Liabilities | ||||||||
Asset retirement obligations | — | 21,347 | ||||||
Commitments and Contingencies (Note 10) | ||||||||
Stockholders’ Deficit | ||||||||
Preferred stock- $.01 par value; authorized 10,000,000; no shares outstanding | — | — | ||||||
Common stock- $.01 par value; authorized 100,000,000 shares; 4,027,442 shares issued and outstanding at August 31, 2011, 4,027,442 shares issued and outstanding at November 30, 2010 | 40,274 | 40,274 | ||||||
Additional paid-in capital | 11,363,172 | 11,363,172 | ||||||
Accumulated deficit | (11,486,365 | ) | (11,405,688 | ) | ||||
Total stockholders’ deficit | (82,919 | ) | (2,242 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 10,076 | $ | 61,014 | ||||
February 29, 2012 (Unaudited) | November 30, 2011 | |||||||
ASSETS |
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Current Assets: | ||||||||
Cash | $ | 3,767 | $ | 13,871 | ||||
Oil and gas revenue receivable | 1,150 | 4,057 | ||||||
Advances receivable from affiliate | 11,200 | — | ||||||
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Total current assets | 16,117 | 17,928 | ||||||
Office furniture and fixtures, net | 909 | 996 | ||||||
Investments in unconsolidated affiliated company (Note 5) | 3,135,595 | 3,136,553 | ||||||
Other | 6,211 | 6,211 | ||||||
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Total Assets | $ | 3,158,832 | $ | 3,161,688 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: | ||||||||
Trade accounts payable and accrued expenses | $ | 73,889 | $ | 66,746 | ||||
Advances payable from affiliate (Note 6) | 640,550 | 338,490 | ||||||
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Total current liabilities | 714,439 | 405,236 | ||||||
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Commitments and Contingencies (Note 9) | ||||||||
Stockholders’ Equity: | ||||||||
Preferred stock- $.01 par value; authorized 10,000,000;no shares outstanding | — | — | ||||||
Preferred stock subscriptions | 3,150,000 | 3,000,000 | ||||||
Common stock- $.01 par value; authorized 100,000,000 shares; 9,278,288 shares issued and outstanding at February 29, 2012, 8,853,288 shares issued and outstanding at November 30, 2011 | 92,782 | 88,532 | ||||||
Additional paid-in capital | 11,952,452 | 11,558,639 | ||||||
Prepaid stock compensation | (212,500 | ) | — | |||||
Accumulated deficit | (12,538,341 | ) | (11,890,719 | ) | ||||
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Total stockholders’ equity | 2,444,393 | 2,756,452 | ||||||
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Total Liabilities and Stockholders’ Equity | $ | 3,158,832 | $ | 3,161,688 | ||||
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The accompanying notes are an integral part of these condensed financial statements.
F-1
FRONTIER OILFIELD SERVICES, INC.
(Unaudited)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2011 | Aug. 31, 2010 | |||||||||||||
Revenues: | ||||||||||||||||
Oil and gas sales | $ | 3,505 | $ | 22,557 | $ | 5,927 | $ | 58,666 | ||||||||
Total revenues | 3,505 | 22,557 | 5,927 | 58,666 | ||||||||||||
Expenses: | ||||||||||||||||
Lease operating and taxes | 337 | 8,064 | 4,517 | 27,641 | ||||||||||||
General and administrative | 12,091 | 32,841 | 68,218 | 113,918 | ||||||||||||
Depreciation, depletion, amortization and accretion | — | 4,908 | — | 10,438 | ||||||||||||
Loss on forfeiture of oil and gas properties | — | — | 16,089 | — | ||||||||||||
Total expenses | 12,428 | 45,813 | 88,824 | 151,997 | ||||||||||||
Operating Loss | (8,923 | ) | (23,256 | ) | (82,897 | ) | (93,331 | ) | ||||||||
Other Income: | ||||||||||||||||
Gain on sales of office furniture and fixtures | — | — | 2,220 | |||||||||||||
Partial loss recovery (Note 12) | — | 5,062 | — | 99,126 | ||||||||||||
Income (Loss) Before Provision for Income Taxes | (8,923 | ) | (18,194 | ) | (80,677 | ) | 5,795 | |||||||||
Provision for income taxes | — | — | — | — | ||||||||||||
Net Income (Loss) | $ | (8,923 | ) | $ | (18,194 | ) | $ | (80,677 | ) | $ | 5,795 | |||||
Net Income (Loss) per Common Share: | ||||||||||||||||
Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | 0.00 | |||||
Weighted Average Common Shares Outstanding: | ||||||||||||||||
Basic and Diluted | 4,027,442 | 4,027,442 | 4,027,442 | 4,027,442 | ||||||||||||
For the Three Months Ended | ||||||||
Feb. 29, 2012 | Feb. 28, 2011 | |||||||
Revenues: | ||||||||
Oil and gas sales | $ | 1,609 | $ | 1,490 | ||||
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Total revenues | 1,609 | 1,490 | ||||||
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Expenses: | ||||||||
Lease operating and taxes | 1,524 | 372 | ||||||
General and administrative | 496,662 | 36,773 | ||||||
Depreciation | 87 | — | ||||||
Loss on forfeiture of oil and gas properties | — | 16,089 | ||||||
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Total expenses | 498,273 | 53,234 | ||||||
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Operating Loss | (496,664 | ) | (51,744 | ) | ||||
Other Expense: | ||||||||
Equity in loss of unconsolidated affiliated company | 150,958 | — | ||||||
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Loss Before Provision for Income Taxes | (647,622 | ) | (51,744 | ) | ||||
Provision for income taxes | — | — | ||||||
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Net Loss | $ | (647,622 | ) | $ | (51,744 | ) | ||
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Net Loss per Common Share, Basic and Diluted | $ | (0.07 | ) | $ | (0.01 | ) | ||
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Weighted average common shares used in calculations: | ||||||||
Basic and Diluted | 9,232,318 | 4,027,442 | ||||||
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The accompanying notes are an integral part of these condensed financial statements.
F-2
FRONTIER OILFIELD SERVICES, INC.
(Unaudited)
For the Nine Months Ended | ||||||||
Aug. 31, 2011 | Aug. 31, 2010 | |||||||
Cash Flows From Operating Activities: | ||||||||
Net income (loss) | $ | (80,677 | ) | $ | 5,795 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | ||||||||
Depreciation, depletion, amortization and accretion | — | 10,438 | ||||||
Loss on forfeiture of oil and gas properties | 16,089 | — | ||||||
Gain on sale of office furniture and fixtures | (2,220 | ) | — | |||||
Allocated general and administrative expenses | 22,476 | — | ||||||
Changes in operating assets and liabilities other than advances from affiliate: | ||||||||
Decrease (increase) in operating assets: | ||||||||
Oil and gas revenue receivable | (1,288 | ) | 95,808 | |||||
Inventory | 8,300 | 294 | ||||||
Increase (decrease) in operating liabilities: | ||||||||
Trade accounts payable and accrued expenses | (1,790 | ) | (29,328 | ) | ||||
Deferred revenue | (8,300 | ) | (294 | ) | ||||
Net cash provided by (used for) operating activities | (47,410 | ) | 82,713 | |||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from sale of office furniture and fixtures | 2,220 | — | ||||||
Net cash provided by investing activities | 2,220 | — | ||||||
Cash Flows From Financing Activities: | ||||||||
Advances from affiliate | 45,056 | 135,580 | ||||||
Payments to affiliate | — | (216,189 | ) | |||||
Net cash provided by (used for) financing activities | 45,056 | (80,609 | ) | |||||
Net Increase (Decrease) in Cash | (134 | ) | 2,104 | |||||
Cash at beginning of period | 665 | 5,327 | ||||||
Cash at end of period | $ | 531 | $ | 7,431 | ||||
For the Three Months Ended | ||||||||
Feb. 29, 2012 | Feb. 28, 2011 | |||||||
Cash Flows From Operating Activities: | ||||||||
Net loss | $ | (647,622 | ) | $ | (51,744 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 87 | — | ||||||
Issuance of common stock for services | 185,563 | — | ||||||
Equity in loss of unconsolidated affiliated company | 150,958 | — | ||||||
Allocated and direct expenses to affiliates | (58,440 | ) | — | |||||
Loss on forfeiture of oil and gas properties | — | 16,089 | ||||||
Changes in operating assets and liabilities other than advances from affiliates: | ||||||||
Decrease (increase) in operating assets: | ||||||||
Oil and gas revenue receivable | 2,907 | (1,117 | ) | |||||
Advances receivable | (11,200 | ) | — | |||||
Inventory | — | 8,300 | ||||||
Increase (decrease) in operating liabilities: | ||||||||
Trade accounts payable and accrued expenses | 7,143 | 4,972 | ||||||
Deferred revenue | — | (8,300 | ) | |||||
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Net cash used in operating activities | (370,604 | ) | (31,800 | ) | ||||
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Cash Flows From Investing Activities | — | — | ||||||
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Cash Flows From Financing Activities: | ||||||||
Proceeds from preferred stock subscriptions | 3,000 | — | ||||||
Advances from affiliates | 357,500 | 31,576 | ||||||
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Net cash provided by financing activities | 360,500 | 31,576 | ||||||
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Net Decrease In Cash | (10,104 | ) | (224 | ) | ||||
Cash at beginning of period | 13,871 | 665 | ||||||
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Cash at end of period | $ | 3,767 | $ | 441 | ||||
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Supplemental Schedule of Non-Cash Investing and Financing Activities: | ||||||||
Direct deposit of receipts from preferred stock subscriptions used to purchase additional interest in unconsolidated affiliated company | $ | 147,000 | $ | — | ||||
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Purchase of additional interest in unconsolidated affiliated company exchanged for advances payable | $ | 3,000 | $ | — | ||||
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The accompanying notes are an integral part of these condensed financial statements.
F-3
FRONTIER OILFIELD SERVICES, INC.
February 29, 2012
(Unaudited)
1. BASIS OF PRESENTATION:
The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended November 30, 20102011 (including the notes thereto) set forth in Form 10-K.
2. BUSINESS ACTIVITIES:
Frontier Oilfield Services, Inc. (formerly TBX Resources, Inc.), a Texas corporation (“Frontier” or the “Company”), was incorporated inorganized on March 24, 1995. The Company’s principal historical business activity has been acquiring and developing oil and gas properties. However, during fiscal year 2004, the state of Texas in March 1995.Company began providing contract services to an affiliate, Gulftex Operating, Inc. The services continued to August 31, 2006 when the agreement was terminated by mutual agreement. In the past, we have primarily focused our business efforts on acquiring oil and gas productionthe Company’s philosophy was to locate properties and leases. We did this because we believed thatwith the major oil companies were leavingopportunity of reworking existing wells and/or drilling development wells to make a profit. In addition, the US domestic oil and gas market due to domestic oil and gas exploration properties being significantly depleted. However this trendCompany has changed and major oil companies are again acquiring domestic properties primarily in fields where natural gas is prevalent. This has increasedsponsored and/or managed joint venture development partnerships for the competition and prices for oil properties and management believes, due to our current financial condition, that we will not be able to compete for and purchasepurpose of developing oil and gas properties as effectively as we have in the past. In response to this trend managementfor profit. Management has recently initiated changes to the Company’s business plan. Currently, ourthe primary focus is to secure additional capital through business alliances with third parties or other debt/equity financing arrangements to acquire companies andand/or assets which will allow the Company to further operate in the oil field services industry with an emphasis on acquiring companies involved in salt water and drilling fluid disposal. Secondarily weFrontier will continue to seek out and acquire producing oil and gas leases and wells. See Note 14.
The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company has negative stockholders’ equity and minimal working capital. In addition, the Company sold its primary source of revenue (East Texas properties) effective April 1, 2008 and forfeited itsa minor overriding interest in the Johnson #12 producing gas wells in Parker County, Texas and Johnson #2 Joint Ventures effective September 7 2010 (see Note 8). These factors raise substantial doubt about the ability of the Company to continue as a going concern. See Note 14.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Revenue Recognition
Oil and gas operations, the revenue is recorded when production is sold. The Company accrues revenue for oil and gas production sold but not paid.
Equity Method of Accounting
The Company uses the equity method of accounting for its 36.10 % ownership in Frontier Income and Growth, LLC (FIG). Under the equity method of accounting the initial investment is recorded at cost with subsequent earnings recorded as increases to the investment account and losses recorded as decreases to the investment account.
Concentration of Credit Risk
During the ninethree months ended August 31, 2011February 29, 2012 the Company had a net increase inreceived advances from GulftexFIG totaling $67,532. The Company had a net decrease in$360,500. There were no advances from Gulftex totaling $80,609 duringFIG for the ninethree months ended August 31,February 28, 2011. The balance due Gulftex as of August 31, 2011 is $67,532. The cash portion of this balance is $45,056. See Note 14.
F-4
Oil and Gas Revenue Receivable
Receivables consist of accrued oil and gas receivables due from either purchasers of oil and gas or operators in oil and natural gas wells for which the Company owns an interest. Oil and natural gas sales are generally unsecured and such amounts are generally due within 30 days after the month of sale.
F-4
Property and equipment are stated at the Company’s cost and are depreciated on a straight-line basis over fivethree to sevenfive years. Maintenance and repair costs are expensed when incurred, while major improvements are capitalized.
Property and Gas Properties
Feb. 29, 2012 | Feb. 28, 2011 | |||||||
Office furniture and fixtures | $ | 46,055 | $ | 46,055 | ||||
Accumulated depreciation and amortization | (45,146 | ) | (45,059 | ) | ||||
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$ | 909 | $ | 996 | |||||
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Equity Instruments Issued for Goods and Services
The Company follows the successful efforts method of accounting for oil and gas exploration and development expenditures. Under this method, costs of successful exploratory wells and all development wells are capitalized. Costs to drill exploratory wells that do not find proved reserves are expensed.
ARO at November 30, 2010 | $ | 21,347 | ||
Accretion expense | — | |||
Liabilities settled (see Note 8) | (21,347 | ) | ||
Changes in estimates | — | |||
ARO at August 31, 2011 | $ | — | ||
F-5
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities.
Earnings Per Share (EPS)
Basic earnings per common share is calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share is calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an antidilutive effect on earnings per common share. Antidilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include: estimates of proved reserves as key components of the Company’s depletion rate for oil properties; accruals of operating costs; estimates of production revenues; and calculating asset retirement obligations. Because there are numerous uncertainties inherent in the estimation process, actual results could differ materially from these estimates.
F-5
Fair Value Measurements
The Company adopted fair value accounting for certain financial assets and liabilities that have been evaluated at least annually. The standard defines fair value as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Management has determined that it will not, at this time, adopt fair value accounting for nonfinancial assets or liabilities currently recorded in the financial statements, which includes property and equipment, investments carried at cost, deposits and other assets. Impairment analyses will be made of all assets using fair value measurements.
Assets and liabilities measured at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by generally accepted accounting principles and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
F-6
Level 1 | Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. | |||
Level 2 | Inputs to the valuation methodology include: |
- quoted prices for similar assets or liabilities in active markets; | |||||
- quoted prices for identical or similar assets or liabilities in inactive markets; | |||||
- inputs other than quoted prices that are observable for the asset of liability; | |||||
- inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
If the asset or liability has specified (contractual) term, the Level 2 impute must be observable for substantially the full term of the asset or liability. |
Level 3 | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Cash, receivable and payable amounts, accrued expenses and other current liabilities are carried at book value amounts which approximate fair value due to the short-term maturity of these instruments.
4. RECENT ACCOUNTING PRONOUNCEMENTS:
During the ninethree months ended August 31, 2011February 29, 2012 and the year ended November 30, 2010,2011, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements.
5. INVESTMENT IN UNCONSOLIDATED AFFILIATED COMPANY:
As of February 29, 2012 the Company’s investments in Frontier Income and Growth, LLC (“FIG”) totaled $3,135,595. The investments reflect a $284,900 net profits interest and a $2,850,695 equity interest. The Company’s share of FIG’s losses totaled $150,958 for the current quarter. The Company’s equity interest and net profits interest in FIG at February 29, 2012 was 36.10 % and 52.10%, respectively.
Below is summarized financial information for FIG and subsidiary.
F-6
FRONTIER INCOME AND GROWTH, LLC AND SUBSIDIARY
Summary Consolidated Balance Sheet
February 29. 2012
(Unaudited)
Assets | ||||
Current assets | $ | 2,410,419 | ||
Property and equipment, less accum. depreciation of $1,386,940 | 5,655,372 | |||
Other assets | 144,052 | |||
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Total Assets | $ | 8,209,843 | ||
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Liabilities and Members’ Capital | ||||
Current liabilities | $ | 2,315,008 | ||
Long-term liabilities | 942,305 | |||
Members’ capital | 4,952,530 | |||
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Total Liabilities and Members’ Capital | $ | 8,209,843 | ||
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FRONTIER INCOME AND GROWTH, LLC AND SUBSIDIARY
Summary Consolidated Statement of Operations
For the Three Months Ended February 29, 2012
(Unaudited)
Revenue | $ | 2,208,175 | ||
Cost of revenue | 2,022,454 | |||
Operating expenses | 250,492 | |||
Depreciation | 286,888 | |||
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Loss from operations | (351,659 | ) | ||
Other Expenses | 71,903 | |||
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Net Loss | $ | (423,562 | ) | |
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6. RELATED PARTY TRANSACTIONS:
The Company conducts substantial transactions with Gulftex.Frontier Income and Growth, LLC (FIG) and Gulftex Oil & Gas, LLC (Gulftex). These related party transactions have a significant impact on the financial condition and operations of the Company. If these transactions were conducted with third parties, the financial condition and operations of the Company could be materially different from reported results.
a. | On September 2, 2011 the Company entered into an Investment Agreement with LoneStar Income and Growth, LLC (LoneStar) (see Note 9). Under the Agreement Frontier is required to use the funds it receives form the sales of its preferred shares for the acquisition of 51% of FIG’s membership units first and for other corporate purposes secondly. As of February 29, 2012 the Company’s purchased a 36.10% equity interest in FIG with the $3,150,000 investment received from LoneStar. The Company retained $393,000 of the LoneStar investment that was recorded as an advance from FIG. |
b. | The Company’s president, Tim Burroughs, formerly held an interest in 25% of the profits of FIG through his one half ownership of Frontier Asset Management, LLC (“FAM”) which has a contractual agreement with FIG for its management services. Once the investors in FIG have been repaid 125% of their initial investment by FIG, FAM’S share of the profit will increase to 50%. The Company, in a letter agreement executed on September 2, 2011, acquired FAM’s contractual interest in the profits of FIG for the issuance of 4,070,000 common shares to FAM. Given Frontier’s share price of $0.07 per share, as of August 31, 2011, the transaction was valued at an estimated $284,900. |
F-7
c. | During the |
d. | On September 1, 2011 the Company entered into a service agreement with FIG. Under the agreement Frontier is charging FIG for a portion of administrative services and rent. For the three months ended February 29, 2012 the Company billed $35,040 for these services that is recorded as an offset to general and administrative expense. In addition the Company paid consulting fees billable to FIG totaling $23,400 in the current quarter that was also recorded as an offset to general and administrative expense. The total of these billings are used to reduce the advances payable from FIG (see Note 6c above). |
During the current quarter the Company |
7.STOCK BASED COMPENSATION:
a. | The Company executed a new Employment Agreement effective December 1, 2011 with its President Mr. Tim Burroughs for one year. Thereafter, the Agreement will automatically renew for successive one (1) year terms unless terminated as provided for in the Employment Agreement. Among other items, the Agreement provides that Mr. Burroughs has the contractual right to the issuance of certain common stock of the Company upon achieving certain goals; 100,000 shares of the Company’s common stock will be set aside for distribution to Mr. Burroughs on a per annual basis (25,000 shares per quarter) beginning 90 days from the date of the employment agreement (25,000 common shares to be issued each quarter). The Company recorded compensation expense of $23,250 with an offsetting credit to stockholders’ equity in the current quarter. In addition Mr. Burroughs will receive the following annual stock grant and options. |
i. | Grant: Mr. Burroughs shall annually receive 5,000 common shares of the Company common stock times his number of years completed service to the Company to a maximum of 100,000 shares. The Company recorded compensation expense of $16,788 with an offsetting credit to stockholders’ equity in the current quarter. |
ii. | Option: Mr. Burroughs shall receive the right to purchase up to 15,000 shares of the Company’s common stock per calendar quarter at an exercise price equal to the ending bid price of the last market day prior to the date of the option award. The option exercise period for each option will be up to two years from its date of issuance, at which time the option will expire. In the event of a change in ownership, all unexercised options will be accelerated to the current monthly period. The Company recorded compensation expense of $7,050 with an offsetting credit to stockholders’ equity in the current quarter. |
b. | The Company executed a new Employment Agreement effective December 1, 2011 with its Executive Vice President Mr. Bernard Richard O’Donnell for one year. Thereafter, the Agreement shall automatically renew for successive one (1) year terms unless terminated as provided for in the Employment Agreement. Among other items, the Agreement provides that Mr. O’Donnell has the contractual right to the issuance of certain common stock of the Company upon achieving certain goals; 100,000 shares of the Company’s common stock will be set aside for distribution to Mr. O’Donnell on a per annual basis (25,000 shares per quarter) beginning 90 days from the date of the employment agreement (25,000 common shares to be issued each quarter). The Company recorded compensation expense of $23,250 with an offsetting credit to stockholders’ equity in the current quarter. In addition Mr. O’Donnell will receive the following annual stock grant and options. |
F-8
i. | Grant: Mr. O’Donnell shall annually receive 5,000 common shares of the Company common stock times his number of years completed service to the Company to a maximum of 100,000 shares. The Company recorded compensation expense of $5,925 with an offsetting credit to stockholders’ equity in the current quarter. |
ii. | Options: Mr. O’Donnell shall receive the right to purchase up to 15,000 shares of the Company’s common stock per calendar quarter at an exercise price equal to the ending bid price of the last market day prior to the date of the option award. The option exercise period for each option will be up to two years from its date of issuance, at which time the option will expire. In the event of a change in ownership, all unexercised options will be accelerated to the current monthly period. The Company recorded compensation expense of $7,050 with an offsetting credit to stockholders’ equity in the current quarter. |
d. | The Company executed an Employment Agreement effective January 1, 2012 with its Vice President and the Chief Financial Officer Mr. Kenneth K. Conte for one year. Thereafter, the agreement shall automatically renew for successive one (1) year terms unless terminated as provided for in the Employment Agreement. Among other items, the Agreement provides that Mr. Conte has the contractual right to the issuance of certain common stock of the Company upon achieving certain goals; 100,000 shares of the Company’s common stock will be set aside for distribution to Mr. Conte on a per annual basis (25,000 shares per quarter) beginning 90 days from the date of the employment agreement (25,000 common shares to be issued each quarter). In addition Mr. Conte received a grant of 300,000 common shares as a sign on bonus for his services as Chief Financial Officer of the Company. However the granted shares will not be vested in Mr. Conte until such time as he has been continuously employed by the Company for a period of one year from the date of the Agreement. The value of the sign on bonus shares was $255,000 of which $42,500 was recorded as compensation expense in the current quarter with the balance of $212,500 for prepaid compensation recorded as a charge to stockholders’ equity. The offsetting credit for the sign on bonus was to stockholders’ equity. The prepaid portion of the equity award is to be amortized over the remaining ten months of the vesting period. |
e. | Each Director, except for Mr. O’Donnell, is awarded 25,000 shares of the Company’s common stock per calendar quarter (issued at the beginning of each quarter). The Company recorded compensation expense of $42,500 with an offsetting credit to stockholders’ equity in the current quarter. |
f. | The Company executed a contract on January 12, 2012 for consulting and marketing services. Under the terms of the contract a portion of the fees to be paid are in the form of the Company’s common stock. The Company recorded professional fees of $17,250 with an offsetting credit to stockholders’ equity in the current quarter. |
A summary of the agreement provides that Mr. Burroughs hasstatus of the contractual right to require TBX to issue, upon his request, up to 250,000 common share options subject to certain conditions. The conditions are that the options will not be issued unless Mr. Burroughs makes a demand for their issuanceCompany’s option grants as of February 29, 2012 and the numberchanges during the period then ended is presented below:
Shares | Weighted-Average Exercise Price | |||||||
Outstanding December 1, 2011 | — | — | ||||||
Granted | 30,000 | $ | 0.70 | |||||
Exercised | — | $ | 0.70 | |||||
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Outstanding February 29, 2012 | 30,000 | $ | 0.70 | |||||
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Options exercisable at February 29, 2012 | 30,000 | $ | 0.70 | |||||
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F-9
The weighted average fair value at date of shares so demanded have vested (the agreement provides that 50,000 potentialgrant for options vest atduring three month period ended February 29, 2012 was estimated using the beginning of each employment year forBlack-Scholes option valuation model with the five year termfollowing:
Average expected life in years | 2 | |||
Average risk-free interest rate | 2.00 | % | ||
Average volatility | 75 | % | ||
Dividend yield | 0 | % |
A summary of the agreementstatus of the Company’s vested and are cumulative.) nonvested option grants at February 29, 2012 and the weighted average grant date fair value is presented below:
Shares | Weighted Average Grant Date Fair Value per Share | Weighted Average Grant Date Fair Value | ||||||||||
Vested | 30,000 | $ | .47 | $ | 14,100 | |||||||
Nonvested | — | — | — | |||||||||
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Total | 30,000 | $ | .47 | $ | 14,100 | |||||||
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The amendment also changed howstatus of the options are to be priced. The options are to be pricedCompany’s nonvested stock grant at a maximum exercise priceFebruary 29, 2012 and the grant date value is presented below:
Shares | Grant Date Value per Share | Grant Date Value | ||||||||||
Nonvested | 300,000 | $ | .85 | $ | 252,000 | |||||||
Forfeited | — | — | — | |||||||||
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Total | 300,000 | $ | .85 | $ | 252,000 | |||||||
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As of one-halfFebruary 29, 2012, the bid price for TBX common stock as of August 4, 2005 or $0.70 per share (one-half $1.40 the closing bid price on August 4, 2005.) In the event the closing bid price of TBX’s common stock is below $0.70 on the date of a call by Mr. Burroughs, the exercise price would be reducedCompany’s unrecognized compensation expense related to the lower actual bid price. Mr. Burroughs’ Employment Agreementnonrested stock grant was further amended in April 2007. In exchange for TBX dropping the three year service requirement, Mr. Burroughs agreed to forgo his eligibility to call for stock options for fiscal years 2005 and 2006. The Employment Agreement was again amended on December 1, 2010 wherein options were continued for an additional five years at an option price no greater than 50% of the closing price on December 1, 2010 or $0.015 per share (one-
F-7
The Company was notified in the first quarter of this fiscal year, the Company was notified2011 that it had forfeited its interest in the Johnson #1-H and Johnson #2-H Joint Ventures effective September 7, 2010 for not paying a Special Assessment of $43,008 for estimated workover expenses. If the Company had known of the Special Assessment cash call it would have declined to participate because there was no assurance that the rework would be successful in increasing production to recoup the Special Assessment amount and extend the life of the wells. In addition, the Company no longer is obligated to pay the plug and abandonment costs for these wells.
As a result of the forfeiture the Company wrote-off the book value of the wells, asset retirement obligations, receivables and payables which resulted in a loss of $16,089.
10. 9.COMMITMENTS AND CONTINGENCIES:
a. | The Company is obligated for $146,549 under an operating lease agreement for rent of its office space in Dallas, Texas. The term of the lease is from March 1, 2011 through May 31, 2014. The average monthly base lease payment over the remaining term of the lease is approximately $5,428. The base lease payment for the current fiscal year is $31,198. Following is a schedule of base lease payments by year: |
Year | Amount | |||
2012 | $ | 47,823 | ||
2013 | 65,475 | |||
2014 | 33,251 | |||
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$ | 146,549 | |||
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Rent expense for first quarter of 2012 and 2011 was $9,772 and $16,990, respectively.
b. | The Company entered into two material contracts in September of 2011. On September 2, 2011 the Company entered into an Investment Agreement with LoneStar, a Texas limited liability company, an unrelated third party. The Investment Agreement provides that LoneStar will acquire up to 2,750,000 shares of Frontier’s 2011 Series A 8% Preferred Stock (the “Stock”) for the sum of |
F-10
$5,500,000 contingent upon Frontier using the proceeds of the Stock to acquire a majority 51% membership interest in Frontier Income and Growth, LLC (“FIG”), a salt water transportation and disposal company. The Stock has the following attributes in its designation filed with the Texas Secretary of State: |
1. | Frontier will pay an annual dividend of eight percent (8%) on the principal value ($2.00) of each share. |
2. | Beginning twelve (12) months from the date of issuance, each share of preferred stock is convertible at the request of either the stockholder or Frontier into two (2) shares of common stock of Frontier and two (2) warrants that will allow the holder to acquire one additional share of Frontier common stock for each warrant at the purchase price of $3.50 per share. The warrants may be exercised in whole or in part at any time within three (3) years from the issue date of the warrant. |
As of February 29, 2012 LoneStar tendered the nine months ended August 31,sum of $3,150,000 to purchase 1,575,000 shares of the Stock. As of the date of this report, the shares have not been issued.
On September 1, 2011 and August 31, 2010 is $31,809 and $51,826, respectively.
F-8
The Company computes income taxes using the asset and liability.liability approach. The Company currently has no issue that creates timing differences that would mandate deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income taxes has been recorded for the three and nine months ended August 31,February 29, 2012 and February 28, 2011 and 2010 due to either the Company’s net operating losses or the available tax loss carryforward.
F-9
F-11
F-10
CAUTIONARY STATEMENT
Statements in this report which are not purely historical facts, including statements regarding the Company’s anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended. All forward-looking statements in this report are based upon information available to us on the date of the report. Any forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from events or results described in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
DESCRIPTION OF PROPERTIES
GENERAL: We currently have royalty interests in Denton and Wise Counties, Texas.
PROPERTIES
The following is a breakdown of our properties by field as of August 31, 2011:
Gross | Net | |||||||
Producing | Producing | |||||||
Name of Field or Well | Well Count | Well Count | ||||||
Newark East, Override Interest | 9 | 0.04 |
Name of Field or Well | Gross Producing Well Count | Net Producing Well Count | ||||||
Newark East, Override Interest | 9 | 0.04 |
PRODUCTIVE WELLS AND ACREAGE:
The following is a breakdown of our productive wells and acreage as of August 31,February 28, 2011:
Total | ||||||||||||||||||||||||
Net | Net | Gross | Total Net | |||||||||||||||||||||
Total Gross | Productive | Total Gross | Productive | Developed | Developed | |||||||||||||||||||
Geographic Area | Oil Wells | Oil Wells | Gas Wells | Gas Wells | Acres | Acres | ||||||||||||||||||
Wise County | — | — | 2 | 0.0360 | 224 | 8.06 | ||||||||||||||||||
Denton County | — | — | 7 | 0.0360 | 566 | 20.38 |
Geographic Area | Total Gross Oil Wells | Net Productive Oil Wells | Total Gross Gas Wells | Net Productive Gas Wells | Total Gross Developed Acres | Total Net Developed Acres | ||||||||||||||||||
Wise County | — | — | 2 | 0.0360 | 224 | 8.06 | ||||||||||||||||||
Denton County | — | — | 7 | 0.0360 | 566 | 20.38 |
Notes:
1. | Total Gross Wells are those wells in which the Company holds an overriding interest in as of |
2. | Net Productive Wells was calculated by multiplying the overriding interest held by the Company in each of the 9 Gross Wells and adding the resulting products. |
3. | Total Gross Developed Acres is equal to the total surface acres of the properties in which the Company holds |
4. | Net Developed Acres is equal to the Total Gross Developed Acres multiplied by the percentage of the total |
5. | All acreage in which we hold |
3
We currently own a 0.4% overriding interest in the Grasslands L. P. We did not acquire any additional partnership interests in the current quarter.
3
CRITICAL ACCOUNTING POLICIES
A summary of significant accounting policies is included in Note 2 to the audited financial statements included on Form 10-K for the year ended November 30, 20102011 as filed with the United States Securities and Exchange Commission. Management believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about our operating results and financial condition.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
RESULTS OF OPERATIONS
For the third quarter ended August 31, 2011February 29, 2012 we reportedhad a net loss of $8,923$647,622 as compared to a net loss of $18,194$51,744 for the same quarter last year. For the nine months ended August 31, 2011, we reported a net loss of $80,677 as compared to net income of $5,795 for the same period last year. The components of these results are explained below.
Revenue-Total revenue increased $119, 8.0%, from $1,490 for the three months ended August 31,February 28, 2011 was $3,505, a decrease of 84.5%, as compared to $22,557$1,609 for the three months ended August 31, 2010. Oil and gas revenue for the nine months ended August 31, 2011 was $5,927, a decrease of 89.9%, as compared to $58,666 for the nine months ended August 31, 2010. February 29, 2012.
The decreaseincrease in revenue for the quarter and year-to-date is primarily attributable to an increase in production.
Expenses-The components of our expenses for the first quarter ended February 29, 2012 and February 28, 2011 are as follows:
2012 | 2011 | % Increase (Decrease) | ||||||||||
Lease operating and taxes | 1,524 | 372 | 309.68 | % | ||||||||
General and administrative | 496,662 | 36,773 | 1250.62 | % | ||||||||
Depreciation, depletion, amortization., & accretion | 87 | — | — | |||||||||
Loss on forfeiture of oil and gas properties | — | 16,089 | — | |||||||||
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Total expenses | $ | 498,273 | $ | 53,234 | 866.23 | % | ||||||
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Lease operating expenses increased $1,152 which is primarily attributable to additional charges for compression and marketing fees.
General and administrative expenses increased $459,889. The increase is attributable to higher salaries and benefits of $128,815, stock compensation expense of $168,313, legal and professional fees of $170,513 offset by a decrease in all other expenses totaling $7,752.
Depreciation for the current quarter is $87. There is no deprecation charge in the first quarter of the previous fiscal year.
Loss on the forfeiture of the Johnson #1-H and Johnson a#2-H Joint Ventures.
4
% | % | |||||||||||||||||||||||
Three Months Ended | Increase | Nine Months Ended | Increase | |||||||||||||||||||||
Aug. 31, 2011 | Aug. 31, 2010 | (Decrease) | Aug. 31, 2011 | Aug. 31, 2010 | (Decrease) | |||||||||||||||||||
Expenses : | ||||||||||||||||||||||||
Lease operating and taxes | $ | 337 | $ | 8,064 | - 95.82 | % | $ | 4,517 | $ | 27,641 | -83.66 | % | ||||||||||||
General and administrative | 12,091 | 32,841 | -63.18 | % | 68,218 | 113,918 | -40.12 | % | ||||||||||||||||
Depreciation, depl, amort., & accretio | — | 4,908 | 0.00 | % | — | 10,438 | 0.00 | % | ||||||||||||||||
Loss on forfeiture of properties | — | — | — | 16,089 | — | 0.00 | % | |||||||||||||||||
Total expenses | $ | 12,428 | $ | 45,813 | -72.87 | % | $ | 88,824 | $ | 151,997 | 41.56 | % | ||||||||||||
Other incomeexpense of $150,958 in the current fiscal year consists of the Company’s sale of all furnitureunrealized loss on its equity investment in Frontier Income and fixturesGrowth, LLC. Other expense for $2,220 with the resulting write-off of the fully depreciated values of the related assets. Other income in the previous fiscal year consists of a partial recovery of losses sustained when a former employee forged Company checks for personal use. On May 26, 2000 the former employee was sentenced to three years’ probation. As part of the sentencing the former employee is required to make restitution to the Company.
We have not recorded any income taxes for the ninethree months ended August 31,February 29, 2012and February 28, 2011 and 2010 because of our accumulatedcontinued operating losses. Also, since there is continued uncertainty as to the realization of a tax asset, we have not recorded any tax benefit.
4
LIQUIDITY AND CAPITAL RESOURCES
As of February 29, 2012, we had total assets of $3,158,832 of which investments in our unconsolidated affiliated company amounted to $3,135,595 or 96.2% of the total. Our revenues for the current fiscal quarter totaled $1,609 while the revenues for the same quarter last year totaled $1,490. Our accumulated losses as of February 29, 2012 totaled $12,538,341. The Company had a cash balance of $531$3,767 as of August 31, 2011.February 29, 2012. Our current ratio at August 31, 2011February 29, 2012 was .04:.02:1 and we had no long-term debt. As of August 31, 2011,February 29, 2012 our stockholders’ deficitequity was $82,919. Net$244,393. Our cash used forin operations totaled $47,410$370,604 for the nine months ended August 31, 2011 andcurrent quarter while cash provided byused in operations totaled $82,713$31,800 for the nine monthsquarter ended August 31, 2010.February 28, 2011. This represents an increase of $130,123$338,804 in cash used forin operating activities.
5
PLAN OF OPERATION FOR THE FUTURE
We have funded operations from cash generated from the sale of preferred stock, revenue from oil and gas sales, partial recovery of a previous loss and loans/advances from affiliates. We expect that the principal source of funds in the statenear future will be from the sale of Texaspreferred stock, oil and gas revenues and advances from an affiliate. Management’s plan is to seek additional equity and/or debt financing. Any such additional funding will be done on an “as needed” basis and will only be done in March 1995. those instances in which we believe such additional expenditures will increase our profitability. However, actual results may differ from management’s plan and the amount may be material.
In the past we have primarily focused our business efforts on acquiring oil and gas production properties and leases. We did this because we believed that the major oil companies were leaving the US domestic oil and gas market due to domestic oil and gas exploration properties being significantly depleted. However this trend has changed and major oil companies are again acquiring domestic properties primarily in fields where natural gas is prevalent. This has increased the competition and prices for oil properties and management believes, due to our current financial condition, that we will not be able to compete for and purchaseacquired producing oil and gas properties as effectively as we have in the past. In responsewith opportunities for future development and contracted well operations to this trend management has recently initiated changes to the Company’s business plan.contractors. Currently, our primary focus is to secure additional capital through business alliances with third parties or other debt/equity financing arrangements to acquire oil field service companies andand/or assets.
Our ability to secure additional capital through business alliances with third parties or other debt/equity financing arrangements to acquire companies and/or assets which will allow the companyCompany to further operate in the oil field services industry with an emphasis on acquiring companies involved in salt water and drilling fluid disposal. Secondarily we will continue to seek out and acquire producing oil and gas leases and wells. At this time we have no specific acquisition targets identified but we are actively engaged generally in such a search.
The oil and gas industry is subject to various trends including the event, weavailability of capital for drilling new wells, prices received for crude oil and natural gas, sources of crude oil outside our area of operations, interest rates, and the overall health of the economy. We are successful in makingnot aware of any acquisitions, it is likelyspecific trends that existing employees currently employed will remain withare unusual to our company, as compared to the acquisition(s) .
Not required for smaller reporting companies.
Disclosure Controls and Procedures
Our management evaluated, with the participation of Tim Burroughs our Chief Executive Officer (CEO)/ and Chief Financial Officer (CFO), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the quarter covered by this quarterly report on Form 10-Q. Based on this evaluation, management has concluded that, as of August 31, 2011February 29, 2012 our disclosure controls and procedures were effective to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported. Management is currently looking for a professional accounting person to become part of its management team in an effort to provide not only complete but timely reports to the Securities and Exchange Commission as required by its rules and forms.
5
Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As a result, no corrective actions were required or undertaken.
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None.
None.
None.
On April 12, 2012 our Board of the Company, two of our officers, TimDirectors approved employment contracts for three executives; Timothy Burroughs, CEO and Sherri Cecotti have agreed, effective February 16, 2010, to draw no salary until such time as the revenues of the Company are sufficient to sustain the operations of the Company including the payment of their salaries. The forbearance of the above officer’s salary is a complete forbearance and not a deferral. However, the Company may grant stock awards from time to time in recognition of the officer’s or employee’s forbearance.
(a) EXHIBITS:
Description | ||
10.1 | Employment agreement between the corporation and Timothy Burroughs, President | |
10.2 | Employment agreement between the corporation and Kenneth Conte, Chief Financial Officer | |
10.3 | Employment agreement between the corporation and Bernard R. O’Donnell Executive Vice President |
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31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 | 101.INS XBRL Instance Document | |
101.SCH XBRL Taxonomy Schema | ||
101.CAL XBRL Taxonomy Calculation Linkbase | ||
101.LAB XBRL Taxonomy Label Linkbase | ||
101.PRE XBRL Taxonomy Presentation Linkbase |
(b) REPORTS ON FORM 8-K
None
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SIGNATURE: | /s/ Tim Burroughs | |||
Tim Burroughs, President and Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on the 16th day of April, 2012.
Signatures | Capacity | |
/s/ Tim Burroughs | President and Chief Executive Officer | |
/s/ Kenneth K. Conte | Chief Financial Officer | |
/s/ Bernard R. O’Donnell | Executive Vice President, Director | |
/s/ Daniel R. Robinson | Director | |
/s/ Donald Ray Lawhorne | Director |
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