UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2007. |
o Transition report under Section 13 or 15(d) of the Exchange Act |
Apollo Drilling, Inc.
(Formerly Siam Imports, Inc)
(Exact name of registrant as specified in its charter)
Nevada | 73-1668122 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
3001 Knox Street, Suite 403 | ||
Dallas, TX | 75205 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 214-389-9800
None
Former Name, Address and Fiscal Year, if Changed Since Last Report
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes o No x
At August 31, 2007, there were 222,840,000 shares of our common stock issued and outstanding.
APOLLO DRILLING, INC.
TABLE OF CONTENTS
FORM 10-QSBA QUARTERLY REPORT
PART I: FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
Item 2. | 12 | |
Item 3. | 17 | |
PART II: OTHER INFORMATION | ||
Item 1. | 19 | |
Item 2. | 19 | |
Item 3 | 20 | |
Item 4. | 20 | |
Item 5. | 20 | |
Item 6. | 21 | |
22 |
APOLLO DRILLING, INC.
BALANCE SHEETS
September 30, 2007 (Unaudited) | December 31, 2006 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash | $ | 409 | $ | 425,708 | |||
Inventory | 451,500 | 451,500 | |||||
Prepaid expenses and deposits | 168,700 | 22,000 | |||||
Note receivable and advances, related parties | 28,633 | 239,776 | |||||
Total Current Assets | 649,242 | 1,138,984 | |||||
Fixed Assets | 1,138,672 | 1,765,180 | |||||
TOTAL ASSETS | $ | 1,787,914 | $ | 2,904,164 | |||
LIABILITIES & STOCKHOLDERS’ EQUITY | |||||||
Current Liabilities | |||||||
Accounts Payable and accrued expenses | $ | 660,419 | $ | 184,371 | |||
Customer deposits | — | 321,183 | |||||
Total Other Current Liabilities | 660,419 | 505,554 | |||||
LT Notes Payable | 1,000,000 | 1,000,000 | |||||
Total Liabilities | $ | 1,660,419 | $ | 1,505,554 | |||
Stockholders’ Equity | |||||||
Common Stock , $.01 par value, 500,000,000 shares authorized, 222,840,000 and 177,340,000 shares issued and outstanding, respectively | 222,840 | 177,340 | |||||
Additional Paid-in-Capital | 5,808,656 | 3,127,904 | |||||
Accumulated deficit | (5,904,001 | (1,906,634 | ) | ||||
Total Stockholders’ Equity | 127,495 | 1,398,610 | |||||
Total Liabilities and Stockholders’ Equity | $ | 1,787,914 | $ | 2,904,164 |
See accompanying notes to Financial Statements
APOLLO DRILLING, INC.
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||
September 30, 2007 | September 30, 2006 | September 30, 2007 | September 30, 2006 | ||||||||||||
Sales Revenue | $ | — | $ | — | $ | 532,710 | $ | — | |||||||
Cost of Goods Sold | (99,528 | ) | 8,195 | (946,391 | ) | (9,645 | ) | ||||||||
Gross Profit | (99,528 | ) | (8,195 | ) | (413,681 | ) | (9,645 | ) | |||||||
Compensation | 21,461 | — | 291,662 | — | |||||||||||
Other selling, general and administrative (including share based compensation totaling $2,726,250 and $0, respectively, for the nine months ended) | 162,878 | 638,188 | 2,941,435 | 1,322,682 | |||||||||||
Total operating expenses | 184,339 | 638,188 | 3,233,097 | 1,322,682 | |||||||||||
Net loss from operations | (283,867 | ) | (646,383 | ) | (3,646,778 | ) | (1,332,327 | ) | |||||||
Other income (expense) | |||||||||||||||
Gain/(Loss) on Sale of Assets | (251,550 | ) | — | (251,550 | ) | ||||||||||
Interest expense | (37,500 | ) | (28,750 | ) | (99,038 | ) | (31,809 | ) | |||||||
Total other income (expense) | (289,050 | ) | (28,750 | ) | (350,588 | ) | (31,809 | ) | |||||||
Net loss | $ | (572,917 | ) | $ | (675,133 | ) | $ | (3,997,366 | ) | $ | (1,364,136 | ) | |||
Net loss per common share | |||||||||||||||
Basic and diluted: | |||||||||||||||
Net loss | $ | (0.002 | ) | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.09 | ) | |||
Weighted average shares | 143,241,714 | 24,236,413 | 154,758,095 | 15,251,809 |
See Accompanying Notes to Financial Statements
APOLLO DRILLING, INC.
STATEMENT OF STOCKHOLDERS’ EQUITY
For the Nine Month Period Ended September 30, 2007 and 2006
(unaudited)
Common | Additional | ||||||||||||||||||||
Stock | Common | Paid | Accumulated | ||||||||||||||||||
Shares | Stock at Par | in Capital | Deficit | Totals | |||||||||||||||||
Balance December 31, 2006 | $ | 177,340,000 | $ | 177,340 | $ | 3,127,904 | $ | (1,906,635 | ) | $ | 1,398,610 | ||||||||||
Shares issued for services | 45,500,000 | 45,500 | 2,680,751 | — | 2,726,251 | ||||||||||||||||
Net loss | — | — | — | (3,997,366 | ) | (3,997,366 | ) | ||||||||||||||
Balance September 30, 2007 | $ | 222,840,000 | $ | 222,840 | $ | 5,808,656 | $ | (5,904,001 | ) | $ | 127,495 | ||||||||||
2 |
See accompanying notes to consolidated financial statements
STATEMENTS OF CASH FLOWS
For the Nine Month Period Ended September 30, 2007 and 2006
2007 | 2006 | |||||||||
(unaudited) | ||||||||||
OPERATING ACTIVITIES | ||||||||||
Net loss | $ | (3,997,366 | ) | $ (1,364,136 | ) | |||||
Adjustments to reconcile net loss to cash provided by operating activities: | ||||||||||
Depreciation | 127,322 | 935 | ||||||||
Share-based compensation | 2,726,250 | 800,000 | ||||||||
Loss on sale of assets | 251,550 | |||||||||
Changes in assets and Liabilities: | ||||||||||
Decrease (increase) in: | ||||||||||
Inventory | — | (451,500 | ) | |||||||
Prepaid expenses and deposits | (146,700 | ) | 85,092 | |||||||
Note receivable and advances, related parties | 211,142 | — | ||||||||
Increase (decrease) in: | ||||||||||
Accounts payable and accrued expenses | 154,861 | 100,200 | ||||||||
Affiliated company payable | (795 | ) | (15,903 | ) | ||||||
Net cash used in operating activities | (673,736) | (845,312 | ) | |||||||
INVESTING ACTIVITIES | ||||||||||
Cash acquired in acquisition | — | 3,924 | ||||||||
Purchases of property, plant and equipment | (1,563 | ) | (344,500 | ) | ||||||
Proceeds from sale of equipment | 250,000 | — | ||||||||
Net cash provided by (used in) investing activities | 248,437 | (340,576 | ) | |||||||
FINANCING ACTIVITIES | ||||||||||
Repayment of notes payable | (1,000,000 | ) | — | |||||||
Increase in net borrowings | 1,000,000 | 1,000,000 | ||||||||
Issuance of common stock | — | 250,000 | ||||||||
Net cash provided by financing activities | — | 1,250,000 | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (425,299 | ) | 64,112 | |||||||
CASH AND CASH EQUIVALENTS — Beginning of year | 425,708 | 58 | ||||||||
CASH AND CASH EQUIVALENTS — End of year | $ | 409 | $ | 64,170 | ||||||
SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||||||||
Interest paid | $ | — | $ | 9,688 | ||||||
Income taxes paid | — | — |
See accompanying notes to financial statements
APOLLO DRILLING, INC.
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of business and history — Apollo Drilling, Inc. (the “Company”) was incorporated on May 27, 2003 in the State of Nevada originally under the name of Siam Imports. On May 12, 2006, the Company consummated a Securities Purchase Agreement (the “Agreement”) with Apollo Resources International, Inc. (“Apollo Resources”), a Utah corporation, to acquire 100% of Apollo Resources ownership interest in Apollo Drilling, LLC, a Texas limited liability company in exchange for 95,900,000 (post-split) shares of the Company’s common stock (hereinafter referred to as “Apollo Transaction”) and net assets totaling $1,442,244. In addition, as part of the agreement the Company also affected a 7-for-1 reverse split of its common shares. As a result, Apollo Drilling, LLC has become a wholly owned subsidiary of the Company. Prior to the Apollo Transaction, the Company was non-operating public company with no operations and nominal assets; 56,000,000 (post-split) shares of common stock issued and outstanding; and Apollo Drilling, LLC was a privately held operating company. The Apollo Transaction is considered to be a capital transaction in substance, rather than a business combination. Inasmuch, the Apollo Transaction is equivalent to the issuance of shares by a private company (Apollo Drilling, LLC) for the nominal assets of a non-operational public company, accompanied by a recapitalization. The accounting for Apollo Transaction is similar to that resulting from a reverse acquisition, except goodwill is not recorded. Accordingly, the historical financial information of the accompanying financial statements are that of Apollo Drilling, LLC which the 95,900,000 shares issued by the Company are considered the historical outstanding shares of Apollo Drilling, LLC for accounting purposes. The Company’s operating activities are conducted through its wholly owned subsidiary, Apollo Drilling, LLC.
Apollo Drilling, LLC, a Texas Limited Liability Company, was incorporated on February 10, 2006. The Company provides contract drilling services to oil and natural gas exploration and production companies. The primary assets of Apollo Drilling, LLC are fully operational drilling rig and drill pipe inventory located in Texas and non-operating drilling rigs that require refurbishment and spare equipment, located in Oklahoma. The drilling rigs are capable of drilling to depths of up to 6,500 feet. The Company plans to acquire additional rigs and maintain a high utilization rate for the rigs, through the negotiation and execution of contracts for drilling services.
Basis of presentation — The accompanying consolidated financial statements include the accounts of Apollo Drilling, Inc. and its wholly owned subsidiary, Apollo Drilling, LLC. The accompanying consolidated financial statements have been prepared in accordance accounting principles generally accepted in the United States. All material inter-company accounts and transactions have been eliminated in consolidation.
Going concern — The Company incurred net losses of approximately $3,997,366 during the nine months ended September 30, 2007, raising substantial doubt about the Company’s ability to continue as a going concern. The Company plans to acquire additional rigs and maintain a high utilization rate for the rigs, through the negotiation and execution of contracts for drilling services. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company’s plan. The financial statements do not include any adjustments that might be necessary if the Company as a going concern.
Certain reclassifications to prior years have been made to conform to the 2007 presentation.
Use of estimates
The preparation of consolidated 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents — Cash equivalents consist of highly liquid investments with original maturities of three months or less.
Accounts Receivable — At September 30, 2007, the amounts carried in accounts receivable were considered by management to be collectible in full.
Allowance for Doubtful Accounts — the allowance for doubtful accounts is established through a provision for bad debts charged to expense. Trade accounts receivable are charged against the allowance for doubtful accounts when management believes that collectibility of the account is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing accounts, based on an evaluation of the collectibility of accounts, prior loss experience and current economic conditions. At September 30, 2007receivables were believed to be fully collectible.
Inventory — Inventory balances as of September 30, 2007, consisted of drilling rig equipment totaling $451,500.
Concentration of Credit Risk — financial instruments which potentially subject the Company to concentrations of credit risk consist principally of accounts receivable and temporary cash investments. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company controls its exposure to credit risk through credit approvals, credit limits and monitoring procedures and establishes allowances for anticipated losses. The Company places its temporary cash investments with quality financial institutions and, by policy, limits the amount of credit exposure with any one financial instrument. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. At September 30, 2007, the Company had $ 0 in bank deposit accounts. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Property and Equipment — In accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets to be held and used, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected future net cash flows is less than the carrying amount of the assets. In this circumstance, the Company recognizes an impairment loss for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.
Adoption of SFAS 143 — The Company has adopted the provisions of Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (SFAS 143”). SFAS 143 amended Statement of Financial Accounting Standards No. 19, “Financial Accounting and Reporting by Oil and Gas Production Companies” to require that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Under the provisions of SFAS 143, asset retirement obligations are capitalized as part of the carrying value of the long-lived asset.
Revenue — Oil and natural gas drilling revenue is recognized at the time the services are provided. Revenue is recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104 “Revenue Recognition” (“SAB 104”), when persuasive evidence of an arrangement exists, the fee is fixed or determinable, collectibility is probable, delivery of a product has occurred and title and risk of loss has transferred or services have been rendered. The Company maintains written contracts with standard day rates for drilling services.
Costs of Sales — Cost of sales consists primarily of drilling supplies and parts sold directly to customers; and in addition the depreciation of drilling equipment and labor costs to operate the equipment.
Earnings per Share — Earnings (loss) per common share is presented in accordance with the provisions of the Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (SFAS 128), which requires the presentation of “basic” and “diluted” earnings per share. Basic earnings (loss) per share are based on the weighted average shares outstanding. Diluted earnings per share include the effect of dilutive securities such as stock options and warrants.
Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding during the year (denominator). Diluted net income (loss) per share is computed using the weighted average number of common shares and potential common shares outstanding during the year. Potential common shares result from the assumed exercise, using the treasury stock method, of outstanding stock options, warrants and convertible notes having a dilutive effect. The numerator for the periods presented is equal to the reported net loss.
Accounting for Share-Based Compensation — The Company measures all share-based payments, including grants of employee stock options, using a fair-value based method in accordance with Statement of Financial Accounting Standards No. 123R, “Share-Based Payments.” The cost of services received in exchange for awards of equity instruments is recognized in the statement of operations based on the grant date fair value of those awards amortized over the requisite service period. The Company utilizes a standard option pricing model, the Black-Scholes model, to measure the fair value of stock options granted.
The Company determines the measurement date for share based transactions with non-employees according to the terms of EITF 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. The Company measures fair value of equity instruments using the stock price and other measurement assumptions as of the earlier of either of the date at which a commitment for performance by the counterparty to earn the equity instruments is, or the date at which the counterparty’s performance is complete.
Income Taxes — Differences between accounting rules and tax laws cause differences between the basis of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets and liabilities under Statement of Financial Accounting Standards (SFAS) 109. Temporary differences relate primarily to net operating losses, depreciation and accrued expenses not currently deductible. Deferred tax assets are reduced by a valuation allowance to the extent the realization of the related deferred tax asset is not assured.
At September 30, 2007, the Company had a federal operating loss carryforward of approximately $1,400,000 which begin to expire in 2025.
Components of net deferred tax assets, including a valuation allowance, are as follows at September 30, 2007:
2007 | ||||
Deferred tax assets: | ||||
Stock-based compensation | $ | 1,400,000 | ||
Total deferred tax assets | 1,400,000 | |||
Less: Valuation Allowance | (1,400,000 | ) | ||
Net Deferred Tax Assets | $ | — |
The valuation allowance for deferred tax assets as of September 30, 2007 was $1,400,000. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible.
Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2007, and recorded a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate for the nine months ended September 30, 2007 is as follows:
Federal statutory tax rate | (35.0 | )% | ||
State taxes, net of federal benefit | (8.7 | )% | ||
Change in valuation allowance | 43.7 | % | ||
Effective tax rate | 0.0 | % | ||
Recent Accounting Pronouncements:
The Financial Accounting Standards Board has published FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes”, to address the non-comparability in reporting tax assets and liabilities resulting from a lack of specific guidance in FASB Statement of Financial Account Standards No. 109 (SFAS 109), “Accounting for Income Taxes”, on the uncertainty in income taxes recognized in an enterprise’s financial statements. Specifically, FIN No. 48 prescribes, (a) a consistent recognition threshold and (b) a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides related guidance on derecognition, classification, interest and penalties, accounting interim periods, disclosure and transition. FIN No. 48 will apply to fiscal years beginning after December 15, 2006, with earlier adoption permitted. The Company is currently evaluating the effects of FIN No. 48 but does not expect the adoption of FIN No. 48 to have a material impact on the consolidated financial statements.
In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (FAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of FAS 157 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 157 will have on our financial statements.
In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115” (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements.
2. | GOING CONCERN AND MANAGEMENT PLANS |
During the period ending September 30, 2007, the Company recorded a net loss of $3,997,366. The Company’s continued existence is dependent upon its ability to take advantage of acquisition opportunities, raise capital through private securities offerings, secure collateralized debt financing and use these sources of capital to grow and enhance its oil and gas drilling business.
Management is focusing on expanding and improving its oil and natural gas drilling operations through acquisition, organic growth and funding via collateralized loans and private placement offerings, the Company plans to continue to increase the profitability of its operations necessary to support operations.
There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.
The Company’s Liquidity Plan
Recent operating results give rise to concerns about the Company’s ability to generate cash flow from operations sufficient to make scheduled debt payments as they become due.
The Company’s need to raise additional equity or debt financing and the Company’s ability to generate cash flow from operations sufficient to make scheduled payments on its debts as they become due will depend on its future performance and the Company’s ability to successfully raise capital and implement business and growth strategies. The Company’s performance will also be affected by prevailing economic conditions. Many of these factors are beyond the Company’s control. If future cash flows and capital resources are insufficient to meet the Company’s debt obligations and commitments, the Company may be forced to reduce or delay activities and capital expenditures, obtain additional equity capital or restructure or refinance its debt. In the event that the Company is unable to do so, the Company may be left without sufficient liquidity and it may not be able to meet its debt service requirements. In such a case, this could result in a substantial portion of the Company’s indebtedness becoming immediately due and payable. As a result, the Company may not be able to continue operations due to liens, collateralized notes or other secured positions placed on the Company’s assets.
3. | NOTE RECEIVABLE AND ADVANCES, RELATED PARTIES |
At September 30, 2007 the amounts carried in note receivable and advances were considered by management to be collectible in full. In addition the related interest rates were at market and terms, and thus the amounts are stated at fair market value. Notes receivable from related parties consist of advances made to the parent, Apollo, totaling $28,633. The interest at 8% and principal are due within the next fiscal year.
4. | PROPERTY AND EQUIPMENT |
Property and equipment are stated at cost less accumulated depreciation. The Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.
APOLLO DRILLING, INC.
NOTES TO FINANCIAL STATEMENTS — (Continued)
Depreciation is calculated on a straight-line basis over the estimated useful lives of the various assets as follows:
Drilling rigs and components | 5-7 Years | |||
Automobiles | 5 Years |
Property, plant and equipment consist of the following:
September 30, | December 31, | ||||||
2007 | 2006 | ||||||
Drilling rigs and components | $ | $1,135,361 | $ | 1,926,631 | |||
Computer and office equipment | 15,154 | 13,024 | |||||
Automobiles | 28,372 | 28,372 | |||||
Trailers | 8,800 | — | |||||
1,187,687 | 1,968,027 | ||||||
Less fixed asset impairment | (168,745) | ||||||
1,187,687 | 1,799,282 | ||||||
Less accumulated depreciation | (49,015) | (34,102) | |||||
Total property, plant and equipment | $ | 1,138,672 | $ | 1,765,180 | |||
Depreciation expense for the nine months ended September 30, 2007 was $127,322 and $34,102 for the year ended December 31, 2006.
The amount of drilling rigs and components is comprised of one fully operation drilling rig, two disassembled partial drilling rigs that require refurbishment and spare equipment.
5. NOTES PAYABLE |
As of March 31, 2007, the Company has an outstanding note payable to an affiliate of the company for $1,000,000, with interest at 18%. The proceeds from the affiliate were used to repay the note payable amount outstanding as of December 31, 2006 totaling $1,000,000.
7. | RELATED PARTY TRANSACTIONS |
As of September 30, 2007 the Company had an outstanding $1,000,000 note payable to an affiliate of the company.
On January 8, 2007, 44,750,000 common shares issued for $2,685,000 in services to former officers and executives of the company.
During 2006 the Company provided drilling services to the parent totaling $532,710.
8. | STOCK OPTIONS |
As of September 30, 2007, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at this time.
9. | LITIGATION |
On February 13, 2007 The Cervelle Group, filed a complaint against the Company alleging breach of contract by failing to pay $20,000 and issue 10,000 shares of the Company’s common stock for services performed. The Company intends to vigorously defend this action, however the company has recorded $20,000 in accrued liabilities.
ITEM 2. | Management’s Discussion and Analysis. |
The following discussion should be read in conjunction with the Company’s Financial Statements and the notes thereto and the other information included in Item 7 of this Annual Report on Form 10-KSB.
Overview
The Company derives its revenue primarily from providing oil and natural gas exploration drilling services The Company also focused on raising capital through private placements of its common stock and securing collateralized debt financing essential to providing the capital to expand its business operations.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and related footnotes. Management bases its estimates and assumptions on historical experience, observance of industry trends and various other sources of information and factors. Actual results could differ from these estimates. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially could result in materially different results under different assumptions and conditions.
Revenue Recognition
Oil and natural gas exploration drilling revenue is recognized at the time services are provided.
Results of Operations
Due to minimal operations during the nine months ended September 30, 2006, only nine months ended September 30, 2007 operations will be discussed.
Sales
The Company recorded revenue of $532,710 for the nine months ended September 30, 2007. The Company commenced operations in October 2006. The Company provided $532,710 drilling services to the parent, Apollo Resources International, Inc.
Cost of Sales
Cost of sales was $946,391 for the nine months ended September 30, 2007, and consisted of drilling supplies $388,404, salaries $430,665, and depreciation of $127,322.
Operating Expenses
Operating expenses were $3,233,097 for the nine months ended September 30, 2007 and consisted primarily of approximately $2,726,250 in share based compensation, salaries of $88,991, insurance and consulting $202,646 and miscellaneous of $215,210.
Other Income and Expenses
Interest expense for the nine months ended September 30, 2007 totaled $99,038.
Liquidity and Capital Resources
Cash used by operating activities was $673,736 for the nine months ended September 30, 2007.
Net cash provided by investing activities was $248,473 for the nine months ended September 30, 2007 due to the acquisition of property, plant and equipment.
Net cash provided by financing activities was $0, for the nine months ended September 30, 2007.
During the period ending September 30, 2007, the Company recorded a net loss of $3,997,366. The Company’s continued existence is dependent upon its ability to take advantage of acquisition opportunities, raise capital through private securities offerings, secure collateralized debt financing and use these sources of capital to grow and enhance its oil and gas drilling operations.
There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.
The Company’s Liquidity Plan
Recent operating results give rise to concerns about the Company’s ability to generate cash flow from operations sufficient to make scheduled debt payments as they become due. As of September 30, 2007, the Company continued to seek other financing from private placements and other acquisitions to expand its operations.
The Company’s need to raise additional equity or debt financing and the Company’s ability to generate cash flow from operations sufficient to make scheduled payments on its debts as they become due will depend on its future performance and the Company’s ability to successfully raise capital and implement business and growth strategies. The Company’s performance will also be affected by prevailing economic conditions. Many of these factors are beyond the Company’s control. If future cash flows and capital resources are insufficient to meet the Company’s debt obligations and commitments, the Company may be forced to reduce or delay activities and capital expenditures, obtain additional equity capital or restructure or refinance its debt. In the event that the Company is unable to do so, the Company may be left without sufficient liquidity and it may not be able to meet its debt service requirements. In such a case, this could result in a substantial portion of the Company’s indebtedness becoming immediately due and payable. As a result, the Company may not be able to continue operations due to liens, collateralized notes or other secured positions placed on the Company’s assets.
Risk Factors
The Company’s limited operating history makes evaluating its business and prospects difficult.
The Company’s limited operating history make it difficult to evaluate its current business and prospects or to accurately predict its future revenues or results of operations. The Company’s revenue and income potential are unproven, and its business plan is constantly evolving. The oil and gas industry is constantly changing and the market for alternative fuels is evolving; therefore the Company may need to
continue to modify its business plan to adapt to these changes. As a result, the Company is more vulnerable to risks, uncertainties, expenses and difficulties than more established companies.
The Company has operating losses and it anticipates losses for the foreseeable future. Unless the Company is able to generate profits and positive cash flow it may not be able to continue operations.
The Company incurred a net loss of $ 4,010,416 for the nine months ended September 30, 2007. The Company expects operating losses to continue for the foreseeable future as it incurs expenditures for future acquisitions and general business enhancement.
With increased on-going operating expenses, the Company will need to generate significant revenues to achieve profitability. Consequently, the Company may never achieve profitability. Even if the Company does achieve profitability, it may not sustain or increase profitability on a quarterly or annual basis in the future.
Risks relating to our industry
Oil and gas prices are volatile. A decline in prices could adversely affect the financial position, financial results, cash flows, access to capital and ability to grow.
The Company’s revenues, operating results, profitability and future rate of growth depend in great part upon the prices it receives for the oil it sells. Prices also affect the amount of cash flow available for capital expenditures and the ability to borrow money or raise additional capital.
Historically, the markets for oil and gas have been volatile and they are likely to continue to be volatile. Wide fluctuations in oil and gas prices may result from relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and other factors that are beyond the Company’s control, including:
• weather conditions;
• the level of consumer demand;
• the availability of pipeline capacity;
• the price and level of foreign imports;
• domestic and foreign governmental regulations and taxes;
• the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain
oil price and production controls;
• political instability or armed conflict in oil-producing regions; and
• the overall economic environment.
These factors and the volatility of the energy markets make it extremely difficult to predict future oil and gas price movements with any certainty. Declines in oil and gas prices would not only reduce revenue, but could reduce the amount of oil and gas that we can produce economically and, as a result, could have a material adverse effect on the Company’s financial condition, results of operations and reserves. Further, oil and gas prices do not necessarily move in tandem.
Competition in the oil and natural gas industry is intense, and many of the Company’s competitors have greater financial and other resources.
The Company operates in the highly competitive areas of oil and natural gas exploration. The Company faces intense competition from both major and other independent oil and natural gas companies. Many of the Company’s competitors have financial and other resources substantially greater than the Company’s and some of them are fully integrated oil companies. The Company also competes with other major as well as mid-size and small oil and natural gas companies in attempting to secure drilling rigs, pipeline hook-up services and other equipment necessary for drilling and completing wells. If the Company cannot compete effectively, it may experience future price reductions, reduced gross margins and loss of market share, any of which will materially adversely affect its business, operating results and financial condition.
Oil and gas drilling and producing operations can be hazardous and may expose the Company to environmental liabilities.
Oil and gas operations are subject to many risks, including well blowouts, cratering and explosions, pipe failure and ruptures, fires, formations with abnormal pressures, uncontrollable flows of oil, natural gas, brine or well fluids, and other environmental hazards and risks. If any of these risks occurs, the Company could sustain substantial losses as a result of:
• injury or loss of life;
• severe damage to or destruction of property, natural resources and equipment;
• pollution or other environmental damage;
• clean-up responsibilities;
• regulatory investigations and penalties; and
• suspension of operations.
The Company’s liability for environmental hazards includes those created either by the previous owners of properties that have been purchased or leased or by acquired companies prior to the date of acquisition. The Company maintains insurance against some, but not all, of the risks described above. Insurance may not be adequate to cover casualty losses or liabilities. If a significant accident or event occurs that is not fully insured, it could adversely affect the Company’s financial position or results of operations. Also, in the future the Company may not be able to obtain insurance at premium levels that justify its purchase.
Operations are subject to various laws and governmental regulations that could restrict future operations and increase operating costs.
Many aspects of operations are subject to various federal, state and local laws and governmental regulations, including laws and regulations governing:
• environmental quality;
• pollution control;
• remediation of contamination;
• preservation of natural resources; and
• worker safety.
The Company’s operations are subject to stringent laws and regulations relating to containment, disposal and controlling the discharge of hazardous oilfield waste and other non hazardous waste material into the environment, requiring removal and cleanup under certain circumstances, or otherwise relating to the protection of the environment. The Company is also subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes. The OSHA hazard communication standard, the Environmental Protection Agency “community right-to-know” regulations under Title III of the Federal Superfund Amendment and Reauthorization Act and comparable state statutes
require the Company to organize and report information about the hazardous materials used in operations to employees, state and local government authorities and local citizens.
Environmental laws and regulations are complex and subject to frequent change. In some cases, they can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and can impose liability on the Company for the conduct of others or conditions others have caused, or for the Company’s acts that complied with all applicable requirements when performed by the Company. The Company may also be exposed to environmental or other liabilities originating from businesses and assets purchased from others. The Company’s compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require the Company to make material expenditures or subject it to liabilities that it currently does not anticipate.
Risks relating to our common stock
A large number of shares will be available for future sale and the sale of these shares may depress the market price of the Company’s common stock.
As of May 22, 2007, the Company had outstanding 222,090,000 shares of common stock, of which approximately 222,840,000 shares are still considered “restricted securities” as that term is defined under Rule 144 promulgated under the Securities Act of 1933. These restricted shares are eligible for sale under Rule 144 at various times would cause them to beneficially own more than 4.99% of the Company’s outstanding common stock, this restriction does not prevent the selling shareholders from converting and/or exercising some of their holdings, selling the shares obtained and then converting the rest of their holdings. In this way, the selling shareholders could sell more than this limit while never holding more than this limit.
The Company does not intend to pay cash dividends on its common stock in the foreseeable future.
The Company currently anticipates that it will retain all future earnings, if any, to finance the growth and development of its business and do not anticipate paying cash dividends on its common stock in the foreseeable future. Any payment of cash dividends will depend upon the financial condition, capital requirements, earnings and other factors deemed relevant by the Company’s board of directors.
Forward Looking Statements
Certain disclosure and analysis in this report, including information incorporated by reference, includes forward-looking statements that are subject to various risks and uncertainties. In addition to statements of historical fact, this Annual Report on Form 10-KSB contains forward-looking statements. The presentation of future aspects of the Company’s business found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Without limiting the generality of the foregoing words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” or “could” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to certain events, circumstances, assumptions, risks and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. Some of these risks might include, but are not limited to, the following:
• volatility or decline of Apollo Drilling’s stock price;
• potential fluctuation in quarterly results;
• ability of Apollo Drilling to earn revenues or profits;
• sufficiency of revenues to cover operating costs;
• availability and cost of raw materials;
• any impact of competition, competitive products, and pricing;
• adequacy of capital to continue or expand its business, inability to raise additional capital or financing to implement its business plans;
• ability to commercialize its technology or to make sales;
• overall expected growth in the alternative fuels industry;
• changes in interest rates and capital market conditions;
• changes in laws and other regulatory actions;
• acquisitions of business enterprises, including the ability to integrate acquired businesses effectively;
• litigation with or legal claims and allegations by outside parties
Our management, including the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization and reporting of information in our reports that we file with the SEC. These disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to us, is made known to our management, including these officers, by other of our employees, and that this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the Sec’s rules and forms.
Based on managements evaluation, and as determined by the Company, there were no control deficiencies that constituted material weaknesses related to internal controls over financial reporting with respect to the preparation, review, presentation and disclosure of the consolidated statements, during the third quarter 2007. Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.
During the second quarter 2007, management implemented enhancements to Apollo Drilling’s internal controls over financial reporting with respect to the consolidated financial statements. Apollo Drilling created templates to be used in financial reporting to provide more detailed information. Also, the disclosure processes for testing GAAP compliance have been improved through the utilization of GAAP checklists and implementing a process that ensures the timely review and approval of complex accounting estimates by qualified accounting personnel. In addition, management hired a new Chief Financial Officer and Controller. Management has assessed the operating effectiveness of these enhanced controls and believes the prior quarters material weaknesses have been remediated. As a result, management believes there are no material inaccuracies or omissions of material fact and to the best of its knowledge, believes that the consolidated financial statements for the six months ended June 30, 2007 fairly present in all material respects the financial condition and results of operations for the Corporation in conformity with accounting principles generally accepted in the United States of America.
Extension of Compliance Date for Management’s Report on Internal Control Over Financial Reporting
The Company is a non-accelerated filer as defined in Rule 12b-2 of the Act. On September 21, 2005, the Securities and Exchange Commission extended the compliance dates for non-accelerated filers concerning the provisions of Exchange Act Rule 13a-15(d) or 15d-15(d), whichever applies, requiring an
evaluation of changes to internal control over financial reporting requirements with respect to the company’s first periodic report due after the first annual report that must include management’s report on internal control over financial reporting. A company that is a non-accelerated filer must begin to comply with these requirements for its first fiscal year ending on or after July 15, 2007. In addition, the compliance period was extended to the amended portion of the introductory language in paragraph 4 of the certification required by Exchange Act Rules 13a-14(a) and 15d-14(a) that refers to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b). The amended language must be provided in the first annual report required to contain management’s internal control report and in all periodic reports filed thereafter. The extended compliance dates also apply to the amendments of Exchange Act Rules 13a-15(a) and 15d-15(a) relating to the maintenance of internal control over financial reporting.
Under the internal control reporting provisions of the Act, Management will be responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Prior to the extended deadline in 2007, management will conduct an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management will determine whether the Company’s internal control over financial reporting is effective. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting will be audited by an independent registered public accounting firm and stated in their report which will be included in the Company’s Form 10-KSB filing.
All of the changes described in the remediation of material weaknesses occurred during the second quarter of 2007. Other than as described previously, there have not been any changes in the Company’s internal controls during 2007 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II OTHER INFORMATION
On February 13, 2007 The Cervelle Group, filed a complaint against the Company alleging breach of contract by failing to pay $20,000 and issue 10,000 shares of the Company’s common stock for services performed. The Company intends to vigorously defend this action, however the company has recorded $20,000 in accrued liabilities.
Item 2. | Equity Securities and Use of Proceeds |
Market for Registrant’s Common Equity
The Company’s common stock is traded on the OTCBB under the symbol APDR.OB. The stock prices set forth below represent the highest and lowest sales prices per share of the Company’s common stock as reported by the OTCBB. The prices reported in the following table reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions. Prices after October 18, 2006 reflect the 7 to 1 stock split. Prior to august 2006 the Company’s common stock did not trade on any public exchange.
Quarter Ended | High | Low | ||||||
September 30, 2007 | $ | 0.02 | $ | 0.02 | ||||
June 30, 2007 | $ | 0.10 | $ | 0.08 | ||||
March 31, 2007 | $ | 0.06 | $ | 0.04 | ||||
December 31, 2006 | $ | 0.32 | $ | 0.07 |
Holders of Record
As of September 30, 2007 there were approximately 35 holders of record of the Company’s common stock.
Dividends
The Company’s has paid no cash dividends on its common stock.
Securities Authorized for Issuance under Equity Compensation Plans
As of March 31, 2007, the Company does not have any stock options outstanding, nor does it have any written or verbal agreements for the issuance or distribution of stock options at this time.
Description of Securities
Common Stock. At August 31, 2007, the Company had 222,840,000 shares of its common stock outstanding and 500,000,000 shares authorized. Common stock holders have full voting rights.
Preferred Stock. At August 31, 2007 the Company had 15,000,000 authorized and none issued or outstanding.
As of August 31, 2007 there were 215,000,000 shares issued and outstanding to officers and directors and affiliates.
At December 31, 2006 there were no equity compensation plans approved or outstanding and no options granted or outstanding.
Change in Securities and Use of Proceeds
Changes in equity securities are as follows:
On January 8, 2007, 44,750,000 common shares issued for $2,685,000 in services.
On February 26, 2007, 750,000 common shares issued for $41,250 in services.
Item 3. | Defaults upon Senior Securities |
None
Item 4. Submission of Matters to a Vote of Security Holders | |
Effective January 30, 2007 the Company accepted the resignation of William Pritchard as a Director.
Effective May 1, 2007 Mr. Dennis McLaughlin resigned as Chief Executive Officer and Chairman of the Board.
Effective May 1, 2007 Mr. Jeff F. Raley was elected to the Board of Directors and to serve as Chairman and Chief Executive Officer.
On September 25, 2006, the Board of Directors approved the following corporate actions by written consent, which became effective in October, in lieu of a meeting pursuant to Section 78.320 of the Nevada General Corporation Law: The reincorporation merger of our company pursuant to which we will merge with and into Apollo Drilling, Inc., a Delaware corporation formed for such purposes, which will result in:
• a change of domicile of the company from the State of Nevada to the State of Delaware; • the change of the corporate name to “Apollo Drilling, Inc.”; • the right to receive seven (7) shares of common stock, par value $0.001 per share, of Apollo Drilling for each one (1) share of our common stock, par value $0.001 per share, owned as of the effective time of the reincorporation merger; • the persons presently serving as executive officers and directors serving in their same respective positions with Apollo Drilling; • the adoption of a new Certificate of Incorporation under the laws of the State of Delaware, pursuant to which our authorized capital stock will be changed from 25,000,000 shares of authorized capital stock, all of which are common stock, par value $0.001 per share, to 515,000,000 shares of authorized capital stock, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 15,000,000 shares of “blank check” preferred stock, par value $0.001 per share, with the right conferred upon the Board of Directors to set the dividend, voting, conversion, liquidation and other rights, as well as the qualifications, limitations and restrictions, with respect to the preferred stock as the Board of Directors may determine from time to time; and the adoption of new Bylaws under the laws of the State of Delaware. On October 15, 2007 our board of directors approved and recommended to our stockholders to sell part of the drilling rigs in order to raise cash for debt and liquidity needs, and to consider the operation of oil and gas properties located in Northeastern Oklahoma. |
Item 5. | Other Information |
None
ITEM 6. |
Exhibit | ||||
Number | ||||
** | 3 | .1 | Articles of incorporation (filed in the Company’s Form 10-SB Registration Statement filed July 6, 2004 and incorporated herein by reference). | |
** | 3 | .2 | Bylaws (filed in the Company’s Form 10-SB Registration Statement filed July 6, 2004 and incorporated herein by reference). | |
** | 10 | .1 | Term Loan and Joinder Agreement. | |
** | 10 | .2 | Reincorporation merger with and into Apollo Drilling (filed in the company’s Schedule 14 C Information on September 25, 2006, and incorporated herein by reference). | |
* | 31 | .1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Act on 1934. | |
* | 31 | .2 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Act on 1934. | |
* | 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 Executive Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Filed | herewith |
** Previously filed
Pursuant to the requirements of Section 13(a) or 15(d) 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.
APOLLO DRILLING, INC.,
a Delaware Corporation (Registrant)
By: | /s/ Jeff F. Raley | |
Jeff F. Raley, CEO | ||
By: | /s/ Dennis G. McLaughlin | |
Dennis G. McLaughlin, Director | ||
Dated: March 20, 2008 |
Exhibit 31.1
I, Jeff F. Raley, Chief Executive Officer of Apollo Drilling, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB/A of Apollo Drilling, Inc..;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
c) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: March 20, 2008
/s/ Jeff F. Raley | ||||
Jeff F. Raley | ||||
Chief Executive Officer | ||||
Exhibit 31.2
I, Dennis G. McLaughlin, Director of Apollo Drilling, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB/A of Apollo Drilling, Inc..;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
c) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: March 20, 2008
/s/ Dennis G. McLaughlin | ||||
Dennis G. McLaughlin | ||||
Director |
Exhibit 32.1
I, Jeff F. Raley, Chief Executive Officer of Apollo Drilling, Inc (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
(1) the Quarterly Report on Form 10-QSB/A of the Company for the six months ended June 30, 2007 (the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 20, 2008
/s/Jeff. F. Raley | |||||
Jeff. F. Raley | |||||
Chief Executive Officer | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
I, Dennis G. McLaughlin, Director of Apollo Drilling, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
(1) the Quarterly Report on Form 10-QSB/A of the Company for the six months ended June 30, 2007 (the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 20, 2008
/s/ Dennis G. McLaughlin | ||||
Dennis G. McLaughlin | ||||
Director | ||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.