SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)

 

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended SeptemberJune 30, 20122013

 

OR

 

[    ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

 

From the transition period from ___________ to ____________.

 

Commission File Number 333-138111

 

PREMIER OIL FIELD SERVICES, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada 27-2262066
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

1713 Morrish534 Savanna Hill Lane, Heath,Rockwall, Texas 75032

(Address of principal executive offices)

 

(972) 772-9493

(Issuer's telephone number)

 

N270 Southern Drive, Royce City,(1713 Moorish Lane, Heath, Texas 75189-570475032)

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (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 [ X ]   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 [  ]
   
  Non-Accelerated Filer [  ]Smaller Reporting Company [X] 

 

 

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes[  ] No [X].

Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS325.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files), Yes [ ] No [ X ].[X ]

 

As of November 14, 2012,August 19, 2013, there were 7,346,336 shares of Common Stock of the issuer outstanding.

 

 

 

 

 

TABLE OF CONTENTS

 

 

 PART I FINANCIAL STATEMENTS 
   
Item 1Consolidated Financial Statements3
   
Item 2Management’s Discussion and Analysis or Plan of Operation                                           1312
   
Item 4Controls and Procedures                                                                                                                                  1513
   
  PART II OTHER INFORMATION 
   
Item 6Exhibits1615
  
 Signatures1615
   

 

 

 

 

 

 

 

PREMIER OIL FIELD SERVICES, INC.CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
JUNE 30, 2013 AND DECEMBER 31, 2012JUNE 30, 2013 AND DECEMBER 31, 2012
ASSETS  September 30, 2012   December 31, 2011   June 30, 2013   December 31, 2012 
Current Assets  

 (Unaudited)

 

       

 (Unaudited)

 

     
Cash and Cash Equivalents $58,847  $112,895  $60,553  $57,741 
Accounts Receivable (net of allowance for doubtful accounts of $0 and $0)  45,564   63,972   —     226,814 
        
Other Assets  4,420   1,950 
Total Current Assets  105,411   176,867   64,973   286,505 
                
Fixed Assets (net of accumulated depreciation of $319,979 and $250,864)  197,602   160,006 
Other Assets  5,358   5,188 
Fixed Assets (net of accumulated depreciation of $349,637 and $345,121)  70,738   172,460 
                
TOTAL ASSETS $308,371  $342,061  $135,711  $458,965 
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current Liabilities                
Accounts Payable $35,173  $59,219  $33,083  $49,616 
Accrued Expenses  3,306   23,284   342   —   
Accrued Tax Expense  —     —   
Current Portion of Settlement Payable (Note 6)  50,960   61,152   5,096   35,672 
Current Portion of Notes Payable  41,516   20,022   10,135   29,128 
Total Current Liabilities  130,955   163,677   48,656   114,416 
                
Long Term Liabilities:                
Loan From Shareholder  52,255   3,334   1,021   39,608 
Long Term Accounts Payable  200   200   —     200 
Long Term Portion of Settlement Payable  0   20,384 
Notes Payable  162,342   85,529   44,875   142,704 
Less: Current Portion of Notes Payable  (41,516)  (20,022)  (10,135)  (29,128)
Total Long Term Liabilities  173,281   89,425   35,761   153,384 
                
TOTAL LIABILITIES  304,236   253,102   84,417   267,800 
                
Stockholders’ Equity                
Preferred stock, $0.001 par value, 20,000,000 authorized,                
-0- issued and outstanding at September 30, 2012 and December 31, 2011  0   0 
-0- issued and outstanding at June 30, 2013 and December 31, 2012  0   0 
Common stock, $0.001 par value, 50,000,000 authorized,                
7,346,336 and 7,346,336 issued and outstanding at September 30, 2012 and December 31, 2011  7,346   7,346 
7,346,336 and 7,346,336 issued and outstanding at June 30, 2013 and
December 31, 2012
  7,346   7,346 
Additional Paid in capital  277,862   277,862   277,862   277,862 
Accumulated Deficit  (281,073)  (196,249)
Retained Earnings/(Accumulated Deficit)  (233,914)  (94,043)
Total Stockholders’ Equity  4,135   88,959   51,294   191,165 
                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $308,371  $342,061  $135,711  $458,965 
                
See accompanying summary of accounting policies and notes to consolidated financial statements.See accompanying summary of accounting policies and notes to consolidated financial statements.  See accompanying summary of accounting policies and notes to consolidated financial statements.  

 

 

 

PREMIER OIL FIELD SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20122013 AND 20112012

(Unaudited)

 

 Three Months Ended Nine Months Ended Three Months Ended Six Months Ended
 September 30,
2012
 September 30,
2011
 September 30,
2012
 September 30,
2011
 June 30,
2013
 June 30,
2012
 June 30,
2013
 June 30,
2012
                
                
REVENUES                                
Third Party Revenues $41,450  $42,743  $253,799  $215,856  $81,120  $39,637  $652,450  $212,349 
Related Party Revenues  —     73,301   —     85,001   —     —     —     —   
TOTAL REVENUES  41,450   116,044   253,799   300,857   81,120   39,637   652,450   212,349 
                                
COST of SALES (inclusive of depreciation of $28,113 and $19,555 for three months and $78,029 and $55,348 for nine months)  34,124   25,160   112,179   78,865 
COST of SALES (inclusive of depreciation of $16,335 and $24,958 for three months and $36,518 and $49,915 for six months)  242,515   32,665   437,460   78,055 
Gross Profit  7,326   90,884   141,620   221,992   (161,395)  6,972   214,990   134,294 
                                
Operating Expenses:                                
Depreciation and Amortization  251   488   754   1,462   90   252   341   503 
Other General and Administrative  14,334   107,985   228,410   305,470   194,881   96,556   363,938   214,076 
Total Operating Expenses  14,585   108,473   229,164   306,932   194,971   96,808   364,279   214,579 
                                
Operating Income (Loss)  (7,259)  (17,589)  (87,544)  (84,940)  (356,366)  (89,836)  (149,289)  (80,285)
                                
Other Income (Expense)                                
Interest Income  15   6   49   16   4   17   12   34 
Other Income  11,613   —     11,613     
Loss on Sale of Assets  —     —     —     (9,448)
Gain (Loss) on Disposal of Assets  16,083   —     12,974   —   
Interest Expense  2,493   (1,886)  (8,942)  (7,408)  (1,663)  (8,262)  (3,568)  (11,435)
Total Other Income (Expense)  14,121   (1,880)  2,720   (16,840)  14,424   (8,245)  9,418   (11,401)
                                
Net Income (Loss) $6,862  $(19,469) $(84,824) $(101,780)
Net Income before Income Tax Expense  (341,942)  (98,081)  (139,871)  (91,686)
                
Provision for Income Tax (Expense)  42,081   —     —     —   
                
Net Income (Loss) after Income Tax Expense $(299,861) $(98,081) $(139,871) $(91,686)
                                
                                
Basic and Diluted Loss per share $0.00  $(0.00) $(0.01) $(0.01) $(0.04) $(0.01) $(0.02) $(0.01)
                                
Weighted Average Shares Outstanding:                                
Basic and Diluted  7,346,336   7,343,736   7,346,336   7,258,025   7,346,336   7,346,336   7,346,336   7,346,336 

See accompanying summary of accounting policies and notes to consolidated financial statements.

PREMIER OIL FIELD SERVICES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the Year Ended December 31, 2012 and

The Six months Ended June 30, 2013

 Common Shares Common AmountAdditional Paid In Capital 

Retained Earnings/

(Accumulated

Deficit)

 Total
           
Balance at  January 1, 2012  7,346,336  $7,346  $277,862  $(196,249) $88,959 
                     
Net Income  0   0   0   102,206   102,206 
                     
Balance at December 31, 2012  7,346,336   7,346   277,862   (94,043)  191,165 
                     
Net Income (Loss)  0   0   0   (139,871)  (139,871)
                     
Balance at  June 30, 2013 (unaudited)  7,346,336  $7,346  $277,862  $(233,914) $51,294 

 

 

See accompanying summary of accounting policies and notes to consolidated financial statements.

 

 

PREMIER OIL FIELD SERVICES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Year Ended December 31, 2011 and
the Nine Months Ended September 30, 2012
 
           
           
   Common Shares   Common Amount   Additional Paid In Capital   Accumulated Deficit   Total 
                     
                     
Balance at  January 1, 2010  7,000,000  $7,000  $18,456  $(174,776) $(149,320)
                     
Sale of Stock for Cash  346,336   346   259,406   0   259,752 
                     
Net Loss  0   0   0   (21,473)  (21,473)
                     
Balance at December 31, 2011  7,346,336   7,346   277,862   (196,249)  88,959
                     
Net Loss  0   0   0   (84,824)  (84,824)
                     
Balance at  September 30, 2012 (unaudited)  7,346,336  $7,346  $277,862  $(281,073) $4,135 
                     
PREMIER OIL FIELD SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED June 30, 2013 and 2012
(Unaudited)
 
     
   June 30, 2013   June 30, 2012 
CASH FLOWS FROM OPERATING ACTIVITIES        
    Net Income (Loss) $(139,871) $(91,686)
    Adjustments to reconcile net income to net cash        
            used by operating activities:        
                Depreciation Expense  36,859   50,418 
Bad Debt Expense
Loss on Sale of Asset
  

1,164

(12,974)

   —   
        Changes in assets and liabilities:        
                Decrease in Accounts Receivable  225,650   34,748 
                (Increase) in Other Current Assets  (2,470)  (170)
                Increase (Decrease) Accounts Payable  (47,308)  (6,760)
                Increase (Decrease) Accrued Expenses  342   (16,745)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  61,392   (30,195)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
                Proceeds from Sale of Assets  77,836   —   
                Purchase of Fixed Assets  —     (172,499)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  77,836   (172,499)
         
CASH FLOWS FROM FINANCING ACTIVITES        
                 Sale of Stock for Cash  —     —   
                 Payments on Shareholder Loan  (38,587)  24,935 
                 Payments on Note Payable  (97,829)  (13,271)
                 Proceeds from Notes Payable  —     150,787 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES  (136,416)  162,451 
         
NET CHANGE IN CASH AND CASH EQUIVALENTS  2,812   (40,243)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  57,741   112,895 
CASH AND CASH EQUIVALENTS AT END OF PERIOD $60,553  $72,652 
         
SUPPLEMENTAL DISCLOSURES        
   Cash Paid During the Period for Interest Expense $3,568  $9,299 
   (Gain) Loss on Sale of Assets $(12,974) $—   
   Cash Paid During the Period for Income Taxes $—    $—   
         

 

 

See accompanying summary of accounting policies and notes to consolidated financial statements.

PREMIER OIL FIELD SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 and 2011
(Unaudited)
 
     
   September 30, 2012   September 30, 2011 
CASH FLOWS FROM OPERATING ACTIVITIES        
    Net Income  (Loss) $(84,824) $(101,780)
    Adjustments to reconcile net loss to net cash        
            used by operating activities:        
                Depreciation Expense  78,783   56,810 
               Loss on Sale of Assets  —     9,448 
        Changes in assets and liabilities:        
                Decrease in Accounts Receivable  17,408   10,815 
               (Increase) in Other Current Assets  (170)  (2,347)
                (Decrease) Accounts Payable  (50,542)  (85,596)
                (Decrease) Accrued Expenses  (24,058)  (22,076)
NET CASH (USED IN) OPERATING ACTIVITIES  (63,403)  (134,726)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
               Proceeds from Sale of Assets  119,239   42,000 
                Purchase of Fixed Assets  (235,618)  (81,899)
NET CASH (USED IN) INVESTING ACTIVITIES  (116,379)  (39,899)
         
CASH FLOWS FROM FINANCING ACTIVITES        
                Sale of Stock for Cash  —     259,752 
     ��          Subscription Receivable  —     (1,950)
                Advances on Shareholder Loan  48,921   23,017 
                Payments on Note Payable  (138,842)  (66,082)
                Proceeds from Notes Payable  215,655   96,489 
NET CASH PROVIDED BY FINANCING ACTIVITIES  125,734   311,226 
         
NET CHANGE IN CASH AND CASH EQUIVALENTS  (54,048)  136,601 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  112,895   —   
CASH AND CASH EQUIVALENTS AT END OF PERIOD $58,847  $136,601 
         
SUPPLEMENTAL DISCLOSURES        
   Cash Paid During the Period for Interest Expense $8,942  $7,408 
   Loss on Sale of Assets $—    $9,488 
         
         
See accompanying summary of accounting policies and notes to consolidated financial statements.

 

 

PREMIER OIL FIELD SERVICES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SeptemberJune 30, 20122013

(Unaudited)

 

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Activities, History and Organization:

 

Premier Oil Field Services, Inc. (The “Company” or "Premier")serves the oil and gas industry with down-hole drilling motors. These motors are used in the oil and gas well drilling process to drill out frac plugs and other debris in the well bore.  The Company is located in Royce City,Rockwall, Texas and was incorporated on June 29, 2009 under the laws of the State of Nevada.

 

Premier Oil Field Services, Inc., is the parent company of Coil Tubing Motors Corporation, (“CTM”), a company incorporated under the laws of the State of Texas. CTM was established in June 2006.

 

Premier is a private holding company established under the laws of Nevada on June 29, 2009, was formed in order to acquire 100% of the outstanding membership interests of CTM.  On September 30, 2009, Premier issued 7,000,000 shares of common stock in exchange for a 100% equity interest in CTM.  As a result of the share exchange, CTM became the wholly owned subsidiary of Premier.  As a result, the members of CTM owned a majority of the voting stock of Premier.  The transaction was accounted for as a reverse merger whereby CTM was considered to be the accounting acquirer as its members retained control of Premier after the exchange, although Premier is the legal parent company.  The share exchange was treated as a recapitalization of Premier.  As such, CTM, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Premier had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock.  The share exchange transaction was effected to change the state of incorporation to allow the opportunity for a reduction of franchise taxes under the new Texas franchise tax calculations and to facilitate the initial public offering.  At the time of the exchange transaction, Premier had no assets or liabilities and CTM had assets of approximately $409,000 with equity of approximately $81,800.

 

The capital structure of Premier is presented as a consolidated entity as if the transaction had been effected in 2006 to consistently reflect the number of shares outstanding. However, the capital structure as presented is different that the capital structure that appears in the historical statements of CTM, in earlier periods due to the recapitalization accounting.

 

The Company operates on a calendar year-end.    Due to the nature of their operations, the Company operates in only one business segment.

 

Basis of Accounting and Consolidation:

 

The Company prepares its financial statements on the accrual basis of accounting.  It has one wholly owned subsidiary, Coil Tubing Motors, Corporation, which is consolidated. All intercompany balances and transactions are eliminated.  

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations.

 

Unaudited Interim Financial Statements:

 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding year contained in the Company’s Annual Report on Form 10-K. filed on April 16, 2013 and amended on April 19, 2013. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.2013.

 

Significant Accounting Policies:

 

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense.

 

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company's system of internal  accounting control is designed to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner to produce financial  statements which present fairly the financial  condition,  results of operations  and cash  flows of the  Company  for the  respective  periods  being presented.

 

Cash and Cash Equivalents:

 

All highly liquid investments with original maturities of threesix months or less are included in cash and cash equivalents.  All deposits are maintained in FDIC insured depository accounts in local financial institutions and balances are insured up to $250,000.

 

Fair Value of Financial Instruments:

 

In accordance with the reporting requirements of ASC 820,  the Company  calculates the fair value of its assets and  liabilities which qualify as financial  instruments  under this statement and includes this additional information in the notes to the financial statements  when the fair value is different  than the  carrying  value of those financial instruments.  

 

The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and notes payable approximate  their fair values due to the short-term maturities of these instruments.  The carrying amount of the Company’s marketable securities and capital leases approximate fair value due to the stated interest rates approximating market rates.

 

Accounts Receivable:

 

Accounts receivable are carried at their face amount, less an allowance for doubtful accounts.  On a periodic basis, the Company evaluates accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections.  The Company’s policy is generally not to charge interest on trade receivables after the invoice becomes past due.  A receivable is considered past due if payments have not been received within agreed upon invoice terms.   The Company provides an allowance for all receivables that are greater than 90 days old. Allowances for Doubtful Accounts totaled $1,164 and $0 at June 30, 2013 and December 31, 2012, respectively.  Write offs are recorded at a time when a customer receivable is deemed uncollectible.

 

Revenue Recognition:

 

The Company recognizes revenue in accordance with ASC 605-10.  Revenue will be recognized only when all of the following criteria have been met:

 

Persuasive evidence of an arrangement exists;
Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment or at the time the service is provided;
The price is fixed and determinable; and
Collectability is reasonably assured.
Persuasive evidence of an arrangement exists;
Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment or at the time the service is provided;
The price is fixed and determinable; and
Collectability is reasonably assured.

 

All services are billed when rendered and payment is due upon receipt of invoice. Revenue is recorded net of any sales taxes charged.

 

Advertising:

 

The Company did not incur any advertising expenses in the three and ninesix months ended SeptemberJune 30, 20122013 and 2011.2012.

 

Cost of Sales:

 

Cost of sales consists primarily of shop supplies, contract labor, field related expenses, and deprecation on equipment used in providing services.

 

Income Taxes:

 

The Company has adopted ASC 740-10 which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable.

 

Earnings per Share:

 

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered.  As the Company has no potentially dilutive securities, fully diluted earnings per share is equal to earnings per share (basic).

 

 Use of Estimates:

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

Recently Issued Accounting Pronouncements:

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Employee Benefit Plans:

 

The Company has no employee benefit plans.

 

 

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.   As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  The Company may elect to take advantage of the benefits of this extended transition period in the future.

NOTE 2 – FIXED ASSETS

 

Fixed assets at SeptemberJune 30, 20122013 and December 31, 20112012 are as follows:

 

 September 30,
2012
 December 31,
2011
 June 30,
20132
 December 31,
2012
Office Equipment $9,748  $9,748  $9,748  $9,748 
Trucks & Trailers  188,610   81,899   28,286   125,492 
Machinery & Equipment  319,223   319,223   382,341   382,341 
Less: Accumulated Depreciation  (319,979)  (250,864)  (349,637)  (345,121)
Total Fixed Assets $197,602  $160,006  $70,738  $172,460 

 

Depreciation expense for the three months ended SeptemberJune 30, 2013 and 2012 was $16,127 and 2011 was $28,365 and $20,043,$25,209, respectively. Depreciation expense for the ninesix months ended SeptemberJune 30, 2013 and 2012 was $36,859 and 2011 was $78,783 and $56,810, respectively$50,418, respectively.

 

During the nine months ended September 30, 2012

In January 2013 the Company purchasedsold a vehicle atfor $29,586 and realized a costloss of $43,593.$3,109 on the transaction. In June the Company disposed of a vehicle generating a gain of $16,083.

 

In February 2012 the Company purchased a trailer for $128,907 and due to misrepresentation by the seller the trailer was returned in August 2012 and the bank released the Company of its obligation which was $114,599 at the time. Other income of $11,613 was recorded on the settlement.

In September 2012 the Company purchased a new trailer for $63,118.

 

 

NOTE 3 – EQUITY

 

The Company is authorized to issue 20,000,000 preferred shares at a par value of $0.001 per share. These shares have full voting rights.  At SeptemberJune 30, 20122013 and December 31, 2011,2012, there were zero shares issued and outstanding.

 

The Company is authorized to issue 50,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights.  At SeptemberJune 30, 20122013 and December 31, 2011,2012, there were 7,346,336 and 7,346,336 shares issued and outstanding, respectively.

On July 14, 2010 the Company filed a Form S-1; general form for registration of securities under the Securities Act of 1933, and filed an amended Form S-1 on December 3, 2010, and it became effective on January 7, 2011.  The Company, under this registration statement, is authorized to raise up to $600,000 by selling 800,000 shares of common stock at $.75 per share.   As of September 30, 2011 we sold a total of 346,336 shares for $259,752 and closed the offering.

 

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

The Company leases office and warehouse space in Royce City, Texas.operates out of a mobile trailer as it is on-site at gas fields. The facility is approximately 10,000 square feet and is $1,250 per month on a month-to-month basis.Company uses the President’s home address as its mailing address.

 

At SeptemberJune 30, 2012,2013, the Company had the following outstanding notes payable:

 

 

 

NOTE 5 – INCOME TAXES

 

The Company has adopted ASC 740-10, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The cumulative tax effect at the expected tax rate of 25% of significant items comprising the Company’s net deferred tax amounts as of SeptemberJune 30, 20122013 and December 31, 20112012 are as follows:

 

Deferred tax asset related to:

 

  September 30, December 31,
  2012 2011
Prior Year $59,300  $53,930 
Utilization of NOL  0   0 
Tax Benefit for Current Period  21,206   5,370 
Net Operating Loss Carryforward $80,506  $59,300 
Less: Valuation Allowance  (80,506)  (59,300)
     Net Deferred Tax Asset $0  $0 

  June 30, December 31,
  2013 2012
Prior Year $33,748  $59,300 
Utilization of NOL  —     (25,552)
Tax Benefit for Current Period  34,968   —   
Net Operating Loss Carryforward $68,716  $33,748 
Less: Valuation Allowance  (68,716)  (33,748)
     Net Deferred Tax Asset $0  $0 

 

The Company now has a cumulative net operating loss at June 30, 2013 of $233,914 and a cumulative net operating loss carry-forward is approximately $281,073 at September 30, 2012 and $196,250of $94,043 at December 31, 2011, and will expire in the years 2025 through 2031.    The realization of deferred tax benefits is contingent upon future earnings, therefore, the net deferred tax asset has been fully reserved.2012,

  

NOTE 6 – LEGAL PROCEEDINGS

 

The Company is involved in one legal proceeding. On June 15, 2010, the Company was served with a lawsuit from National Oilwell Varco LP (“VARCO”), a vendor of the Company, for $114,065, related to unpaid invoices from October 25, 2007 to September 30, 2008  During April, 2011 the Company agreed to a settlement that would require the Company to pay $122,304 over the next 24 months in equal installments of $5,096 month. The parties to the settlement also signed a judgment for $140,000 that will only be filed in the event of a default by the Company. As of August 9, 2012 the Company failed to make payments in May, June and July and technically is in default, therefore the Company accrued an additional $29,141 ($25,935 of principal and $3,206 of interest) to true-up the balance to the $140,000 original judgment, as agreed. In August 2012 the Company and VARCO agreed that the Company will resume payments by August 20, 2012 and will continue to make such payments by the 15th of each month thereafter as set forth in the original agreement. The final payment will now be due by September 15, 2013. In consideration for this agreement the Company agreed to pay VARCO an additional $1,500. VARCO retains the right to execute the original agreement should the Company breach this amendment. The balance owed at SeptemberJune 30, 20122013 and December 31, 20112012 was $50,960$5,096 and $81,536,$35,672, respectively.

 

 

NOTE 7 – FINANCIAL CONDITION AND GOING CONCERN

 

The Company has a retained deficit through SeptemberJune 30, 20122013 totaling approximately $281,073$233,914 and negativepositive working capital of approximately $25,544.   Because of the retained deficit,$16,317.   Although the Company will requirehas retained earnings it has a history of an accumulated deficit and it is uncertain whether additional working capital will be required to develop its business operations.

 

The Company has experienced no loan defaults, labor stoppages, legal proceedings or any other operating interruption in 2012.2013.  Therefore, these items will not factor into whether the business continues as a going concern, and accordingly, management has not made any plans to dispose of assets or factor receivables to assist in generating working capital.

 

The Company intends to raise additional working capital either through private placements, and/or bank financing, or additional loans from Management if there is need for liquidity. Management may also consider reducing administrative costs. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, and/or bank financing necessary to support the Company’s working capital requirements.  To the extent that funds generated from private placements, and/or bank financing are insufficient, the Company will have to raise additional working capital.   No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not generated from operations, financing is not available, or the Management cannot loan sufficient funds, the Company may not be able to continue its operations.

 

Management believes that the efforts it has made to promote its operation will continue for the foreseeable future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

NOTE 8 – REVENUE CONCENTRATION

 

The Company provides drilling services to the oil and gas industry and has twoone significant customerscustomer from which 94%100% of revenues were derived during the ninesix months ended SeptemberJune 30, 2012.2013.

 

 

Customers2012 Revenue%2011 Revenue%2013 Revenue%2012 Revenue%
A – Related Party$00.0%$85,00128.3%$00.0%$00.0%
B224,03988.3130,17043.3652,450100.0182,58986.0
C14,1005.630,50010.100.014,1006.5
Others15,6606.155,18618.300.015,6607.5
TOTAL$253,779100.0%$300,857100.0%$652,450100.0%$212,349100.0%

 

None of the Company’s revenue for the ninesix months ended SeptemberJune 30, 20122013 was generated from services performed for an entity controlled by the Company’s chief executive officer.

Approximately 28.3% of the Company’s revenue for the nine months ended September 30, 2011 was generated from services performed for an entity controlled by the Company’s chief executive officer.

 

NOTE 9 – SUBSEQUENT EVENTS

 

In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed.    No reportable subsequent events were noted.noted as of the date of the report

 

 

 

 

 

 

 

 

1211
 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

 

GeneralExecutive Overview

 

WeThe first fiscal quarter of 2013 has been very positive for the Company. Our revenues increased 231% to $571,330 all from our largest customer. Our drilling services have seen a sharp increase specific to chemical use and reprocessing of the increasechemicals used in oil and gas prices, that startedthe hydraulic fracking process. Revenues applicable to this process were $361,030 through June 30, 2013. Going forward in 2011, continue in 2012. This has significantly increased our first quarter revenue from third party sources . Also, in 2012,2013 we are implementing ourexpect continued growth plan thatyear-over-year but we initially laid out in our S-1 filings and therefore will see increased advertising and marketing costs.anticipate the rate of growth to slow compared to the six months ended June 30, 2013.

 

 

Employees

 

We currently employ twoone employee, the President. The Company contracts three contract employees, the President,one field technician, one field consultant and a field operator.one administrative consultant.

 

 

RESULTS FOR THE NINESIX MONTHS ENDED SeptemberJune 30, 20122013 and 20112012

 

Our quarter ended on SeptemberJune 30, 2012.2013.  Any reference to the end of the fiscal quarter refers to the end of the first quarter for the period discussed herein.

 

GENERAL. Due to the increase in the price of crude oil and natural gas during 2011 we saw increased sales activity which translated into increased third party revenues and the trend has continued into 2012 but sales from related parties has reduced to $0. Revenues are down 16% to $253,799 for the period and third party revenues were up 18% to $253,799. Related party revenues were $0 in 2012 compared to $85,001 in 2011.

REVENUE.  Revenue for the three months ended SeptemberJune 30, 20122013 was $41,450$81,120 compared to $42,743$39,637 for the three month period ended SeptemberJune 30, 2011.  Third party revenues, were down $1,293 or 3%.2012.   The 2012increase in sales were down versus 2011 due to a slow-down in the market and reduced down-hole projects contracted and decrease in related party revenues of $73,301.

Revenue for the nine months ended September 30, 2012 was $253,799 compared to $300,857 for the nine month period ended September 30, 2011.  Third party revenues, as mentioned above, were up $37,973 or 18%. This$41,483 is due to a number of projects from onelarge jobs with our largest customer ($224,039) but off-set by noand additional revenues related partyto chemical use and reprocessing of the chemicals in the hydraulic fracking process. The sales were $0 for comparative fracking services versus 2012 ($39,637) and $81,1200 for the chemical use and reprocessing versus $0 in 2012.

Revenue for the six months ended June 30, 2013 was $652,450 compared to $212,349 for the six month period ended June 30, 2012.   The increase in sales of $440,101 is due to a number of large jobs with our largest customer and additional revenues related to chemical use and reprocessing of the chemicals in the hydraulic fracking process. The sales were $210,300 for comparative fracking services versus 2012 ($85,001).212,349) and $442,150 for the chemical use and reprocessing versus $0 in 2012.

 

GROSS PROFIT.  Gross profit for the three months ended SeptemberJune 30, 20122013 was $7,326a loss of $161,395 or 17.7%-199%, compared to $90,884$6,972 or 78.3%17.6%, for the three months ended SeptemberJune 30, 2011.2012.   Backing out depreciation expense of $28,113$16,127 and $19,555$25,209 for 20122013 and 2011,2012, respectively, gross margin would be 85.5%-179.1% compared to 95.2%81.2%, respectively, a decrease of 9.7% points (about $4,000).respectively. The change is dueattributable to slightly lower margins on its main customer (vs. standard margincosts related to using and reprocessing of 85%).chemicals: equipment rental and supplies $168,000, and contract services $45,000. The revenue volume required to cover the fixed costs were not achieved in the period ended June 30, 2013.

 

Gross profit for the ninesix months ended SeptemberJune 30, 20122013 was $141,620$214,990 or 55.8%33.0%, compared to $221,992$134,294 or 73.8%63.2%, for the ninesix months ended SeptemberJune 30, 2011.2012.   Backing out depreciation expense of $78,029$36,859 and $55,348$50,418 for 20122013 and 2011,2012, respectively, gross margin would be 66.9%44.2% compared to 80.3%87.0%, respectively, a decrease of 13.4%42.7% points (about $34,000)$350,000). The change is dueattributable costs related to slightly lower margins on its main customer (vs. standard marginusing and reprocessing of 85%).chemicals: equipment rental and supplies $250,000 and contract services $99,000.

 

OPERATING EXPENSES. Total operating expenses for the three months ended SeptemberJune 30, 20122013 were $14,584$194,971 compared to $108,473$96,808 for the three months ended SeptemberJune 30, 2011.2012. Depreciation expense included in the operating expense was $251$90 and $488,$252, respectively, for the three months ended SeptemberJune 30, 20122013 and 2011.2012. The net decreaseincrease of $93,889$98,163 is related to backing out the VARCO judgment accrual (takena net increase in Q2) of $25,900, decreased payroll and salaries/contract services of $15,000, auto expenses$105,000 as the Company incurred $135,000 of $15,000, travel expenses of $12,000compensation to the President. This was partially off-set by a decrease in rent and general expenses of $25,000.other related facility costs (no longer renting building space).

 

Total operating expenses for the ninesix months ended SeptemberJune 30, 20122013 were $229,163$364,279 compared to $306,932$214,579 for the ninesix months ended SeptemberJune 30, 2011.2012. Depreciation expense included in the operating expense was $754$341 and $1,462,$503, respectively, for the ninesix months ended SeptemberJune 30, 20122013 and 2011.2012. The net decreaseincrease of $77,031$149,700 is related to decreased payroll and a net increase in salaries/contract services of $49,000, travel $17,000, auto expenses$180,000 as the Company incurred $265,000 of $10,000compensation to the President. This was partially off-set by a decrease in rent and other expenses of $12,000, and offset by increased professional services of $12,000.related facility costs (no longer renting building space).

 

NET LOSS.INCOME. Net income (loss)loss for the three months Septemberperiods ended June 30, 20122013 and 20132 was income of $6,862 compared to a loss of $19,469$299,681 and $98,861 respectively for the three months ended SeptemberJune 30 2011.   The decreased sales volume and expense fluctuations as discussed above were as discussed above was the cause$139,871 and $91,686 respectively for the income increase.six months ended June 30.   reasons for the changes are discussed above.

 

Net loss for the nine months September 30, 2012 was $84,824 compared to a loss of $101,780 for the nine months ended September 30, 2011.   The decreased sales volume and expense fluctuations as discussed above were the cause for the income change.

13

 

LIQUIDITY AND CAPITAL RESOURCES. On July 14, 2010 the Company filed a Form S-1; general form for registration of securities under the Securities Act of 1933, and filed an amended Form S-1 on December 3, 2010, and it became effective on January 7, 2011.  The Company, under this registration statement, is authorized to raise up to $600,000 by selling 800,000 shares of common stock at $.75 per share.   As of September 30, 2011 we sold a total of 346,336 shares for $259,752 and closed the offering.

 

Trends, events or uncertainties impact on liquidity:

 

The Company knows of no trends, additional events or uncertainties that would impact liquidity other than the volatility of the oil.oil and gas market.

 

In addition to the preceding, the Company plans for liquidity needs on a short term and long term basis as follows:

 

Short Term Liquidity:Liquidity

The Company has an accumulatedaretained deficit of approximately $281,073$233,914 as of SeptemberJune 30, 2012.2013.   The Company has relied on external sources of financing to assist short-term working capital needs; through bank loans and shareholder advances.  The monies raised under the Form S-1/A registration will meet the Company’s liquidity needsCompany has positive working capital of $16,317 due to cash of $60,553 which is partially offset by payables of $48,656. Cash flows from operations for the next nine months.  Of the short-term liabilities (approximately $130,954), $50,960 relates to the VARCO lawsuit, leaving approximately $79,994 of short-term liabilities that require funding and have specific due dates over the next 12 months.  We plan to accomplish this through cash flows from additional revenues, as we anticipate continued growth.six months ended June 30, 2013 were $61,392.

.

Long Term Liquidity:Liquidity

The long term liquidity needs of the Company are projected to be met primarily through the cash flow provided by operations. Cash flow from Operating Activities is expected to continue to improve as revenue increases in 2012.remain positive through 2013.

 

Capital Resources

 

As of SeptemberJune 30, 2012,2013, the Company had capital commitments of $162,342$44,875 for vehicles and trailers purchased.  As of the date of this filing the Company had no additional commitments other than what is disclosed in the footnotes to the financial statements.  

 

Trends, events or uncertainties

 

The Company, since its inception in 2006, has not experienced noticeable revenue trends.   Revenue follows the oil market and when prices increase business usually remains strong.  Historically, when oil prices fall, revenue for the Company decreases.

 

Material Changes in Financial Condition

 

WORKING CAPITAL: Working Capital as of SeptemberJune 30, 20122013 decreased by about $18,439$143,000 to negative $25,543,$16,317, versus $172,100 as of December 31, 2011.2012.  

 

STOCKHOLDER’S EQUITY: Stockholder’s Equity as of SeptemberJune 30, 20122013 decreased by about $84,800$139,781 due to the net loss.

 

GOING CONCERN: The Company has negative working capital of $25,543$16,317 and a retained deficit of $233,914 as of  June 30, 2013, and it has a history of losses and a retained deficit. Because of this history of an accumulated deficit of $281,073 as of  September 30, 2012. Because of this accumulated deficit and limited operations,prior loses, the Company may require additional working capital to survive. The Company intendsmay need to raise additional working capital either through private placements or bank loans or loans from management if there is need for liquidity to alleviate the substantial doubt to continuing as a going concern. There are no assurances that the Company will be able to do any of these. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital cannot be generated, the Company may not be able to continue its operations.

 

Management Advisors

 

Yorkdale Capital, LLC advises and assists the President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements for the quarterly reviews and year-end audit. Yorkdale Capital, LLC or its principals are shareholders.shareholders and invoices the Company reasonable fees for professional services monthly.The accounts payable balance at June 30, 2013 was $9,250 and at December 31, 2012 was $4,250.

  

Item 3: Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of SeptemberJune 30, 2012.2013.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.

 

Based upon an evaluation conducted for the period ended SeptemberJune 30, 2012,2013, our Chief Executive and Chief Financial Officer as of SeptemberJune 30, 20122013 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

 

·   Reliance upon third party financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

 

·   Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

 

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II

 

Items No. 1, 2, 3, 4, 5 - Not Applicable.

 

 

Item No. 6 - Exhibits and Reports on Form 8-K

 

(a)  None

 

(b)   Exhibits

 

 

 Exhibit Number    Name of Exhibit
  
31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
  
 31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
  
 32.1 Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

PREMIER OIL FIELD SERVICES, Inc.

 

By/s/ Lewis Andrews

Lewis Andrews, Chief Executive Officer

and Chief Financial Officer

 

Date: NovemberAugust 19, 20122013