Exhibit 99.3
Limited Liability Company "Gorstovoe"
Financial Statements
for the 1st Quater, ended 31March 2007
Contents
1. FINANCIAL STATEMENTS | 3 |
1.1. Balance Sheet | 4 |
1.2. Statement of Income | 5 |
1.3. Statement of Cash Flow | 6 |
1.4 Statement of Changes in Shareholders Equity | 7 |
| |
2. Notes to the Financial Statements | 8 |
2. FINANCIAL STATEMENTS
2.1. Balance Sheets
Limited Liability Company "Gorstovoe"
in United States dollars | | Notes | | March 31 2007 | | December 31 2006 | |
Assets | | | | | | | |
Current assets | | | | | | | |
Cash and equivalents | | | | | | 564 | | $ | 12,179 | |
Prepayments to vendors & suppliers | | | | | | 241,087 | | | 238,349 | |
Accounts receivable from customers | | | | | | 20,407 | | | 2,499 | |
Inventory | | | | | | 48,819 | | | 54,606 | |
Total current assets | | | | | | 310,878 | | | 307,634 | |
Non-current assets | | | | | | | | | | |
Property, plant and equipment at cost | | | | | | | | | | |
Plant & Equipment | | | | | | 10,907 | | | 10,774 | |
Less accumulated depreciation | | | | | | (9,036 | ) | | (8,243 | ) |
Property, plant and equipment at cost (net) | | | | | | 1,870 | | | 2,531 | |
Construction in progress | | | | | | 7,399,213 | | | 7,309,347 | |
Non-current deffered income tax | | | | | | 13,373 | | | 13,211 | |
other assets | | | | | | 1,485,722 | | | 1,479,299 | |
Total non-current assets | | | | | | 8,900,179 | | | 8,804,388 | |
Total assets | | | | | | 9,211,057 | | $ | 9,112,022 | |
Liabilities and Shareholders Equity | | | | | | | | | | |
Current liabilities | | | | | | | | | | |
Loans payble | | | | | | 593,500 | | | 557,011 | |
Accounts payable to vendors & suppliers | | | | | | 881,941 | | | 839,328 | |
Taxes payable | | | | | | 16,258 | | | 10,250 | |
Salaries payable | | | | | | 30,985 | | | 11,202 | |
Total current liabilities | | | | | | 1,522,684 | | | 1,417,791 | |
Total laibilities | | | | | | 1,522,684 | | | 1,417,791 | |
Shareholders equity: | | | | | | | | | | |
Chartered capital | | | | | | 9,033,266 | | | 9,033,267 | |
Retained earnings(deficit) | | | | | | (2,011,359 | ) | | (1,635,177 | ) |
Current retained earnings | | | | | | (140,985 | ) | | (376,182 | ) |
Other comprehensive gains | | | | | | 807,449 | | | 672,322 | |
Total shareholders equity | | | | | | 7,688,372 | | | 7,694,230 | |
Total liabilities and shareholders equity | | | | | $ | 9,211,057 | | $ | 9,112,022 | |
Limited Liabilities Company «Gorstovoe» ________________
Limited Liability Company "Gorstovoe"
For the 1st Quater ended March 31, 2007 | | Notes | | in USD | |
Sales | | | | | | 17,908 | |
Costs and expenses | | | | | | | |
Cost of sales | | | | | | (5,787 | ) |
Amortization | | | | | | (793 | ) |
Corporate administration | | | | | | (97,915 | ) |
Operating Income/Loss | | | | | | (104,496 | ) |
Other income (expense) | | | | | | | |
Interest expenses | | | | | | (36,489 | ) |
Interest income | | | | | | | |
other income( expense) | | | | | | | |
Income from continuing operations before income tax and other items | | | | | | (140,985 | ) |
Deferred Income tax benefit | | | | | | | |
Net income for the period | | | | | | (140,985 | ) |
| | | | | | | |
Other comprehensive Income (Loss) | | | | | | | |
Currency translation adjustments (net) | | | | | | 135,127 | |
Changes in fair value of investments | | | | | | | |
Other comprehensive Income (Loss) before income tax | | | | | | | |
Income tax recovery related to OCI | | | | | | | |
Other comprehensive Income (Loss) net of tax | | | | | | 135,127 | |
Statement of Cash Flow (direct metod)
Limited Liability Company "Gorstovoe"
| For the 1st Quater ended March 31, 2007 | Notes | in USD | |
A. | Cash flows from operating activities | | | |
| Cash inflows operating activities: | | | |
| From customers | | | |
| Other income | | | |
| Cash outflows from operating activities | | | |
| Cash paid to suppliers | | | |
| Cash paid for admistrative expenses | | 11,614 | |
| Cash paid interest expense | | | |
| Net cash inflow (outflow) from operating activies | | (11,614) | |
B. | Cash flows from investing activities: | | | |
| Cash outflows (investments in the following): | | | |
| Property, plant, and equipment | | | |
| Purchase notes | | | |
| Cash loan to CRB | | | |
| Cash inflows | | | |
| Sale of property plant and equipment | | | |
| Sale notes | | | |
| Collections on loan (excluding interest) | | | |
| Net cash inflow (outflow) from investing activities | | | |
C. | Cash inflows (outflow) from financial activities: | | | |
| Cash inflows (obtainet from the following sources): | | | |
| Cash deposits by customers | | | |
| Cash from short-term debt | | | |
| Cash from long-term debt | | | |
| Issuance of company stock | | | |
| Cash outflows (cash payments related to financing): | | | |
| Payment on shot-term debt | | | |
| Dividends paid (cash to owners) | | | |
| Net cash inflow (outflow) from financial activities | | | |
D. | Net cash inflow (outflow) from currency exchange rate changes | | | |
| Currency translation adjustments (net) | | | |
| Net increase (decrease) in cash during the period | | (11,614) | |
| Cash at beginning of quarter | | 12,179 | |
| Cash at end of quarter | | 564 | |
Statement of Changes in Shareholders' Equity.
Limited Liability Company "Gorstovoe"
| For the 1st Quater ended March 31, 2007 | Notes | 1st Quarter 2007 | |
| | | | |
| Chartered capital | | | |
| at Jan 1st | | 9,033,267 | |
| additions | | - | |
| at Mar 31st | | 9,033,267 | |
| | | | |
| Retained earnings | | | |
| | | | |
| at Jan 1st | | (2,011,359) | |
| Net Income/ Loss | | (140,985) | |
| at Mar 31st | | (2,152,344) | |
| Currency translation adjustments (net) | | 807,449 | |
| Total stockholders' capital | | 7,688,372 | |
| | | | |
3. NOTES TO THE FINANCIAL STATAMENTS
1. Operations and Business
Gorstovoe Limited Liability Company, (the Company), was incorporated on April 23, 2002 in accordance to the Federal Law ¹ 14 - Federal Law, from February 08, 1998 “About societies with limited liability” in Tomsk city. The assets of construction in progress are situated in Tomsk region nearby Strejevoi settlement. The office of the Company is situated in Tomsk city.
The Company’s main activity is investing in assets directed to oil and petroleum gas production. The production will start after completion of necessary construction work.
The Company has obtained licenses from the government authorities for:
a) | exploration activity, mineral exploration, mining operations of oil and gas in Gorstovoe oilfield, the license is valid till March 18, 2014. The Company has licensing agreement of use conditions in Gorstovoe oilfield which is the integral part of the license. |
b) | well operations, the license is valid till January 31, 2008. |
c) | mining of soil, the license is valid till December 31, 2008. |
d) | surveyor operations, the license is valid till May 31, 2009. |
e) | underground water extraction, the license is valid till December 31, 2010. |
We have to draw attention that the Company has been warned with Federal Agency of Ministry of Natural resources about violations of the license agreement of use conditions in Gorstovoe oilfield:
- | the oilfield has not been set into trial exploitation yet; |
- | the estimation of oil reserves in the oilfield and the Plan of operation and maintenance phase of exploitation has not been submitted to the Federal Agency. |
According to this notification issued on April 20, 2007 the Company has 9 months to eliminate these violations.
The Company intends to eliminate the inconsistencies within this period.
2. Summary of Significant Accounting Policies
The accounting policies of the Company are in accordance with generally accepted accounting principals of the United States of America, and their basis of application is consistent with that of the previous year. Outlined below are those policies considered particularly significant.
a) | Cash and Cash Equivalents |
For purposes of the statement reporting within the statement of cash flows, cash includes currency, cheques issued by others, other currency equivalents and current deposits. Cash equivalents include securities and short-term market instruments that can be easily converted into cash. Investments that mature within three months from the investment date are also included as cash equivalents.
Expenses for purchase the materials, necessary for construction work and for administrative expenses include applicable purchase costs and operating expenses. Materials and supplies inventories are recorded at the lower average cost or net realizable value.
c) | Property, Plant and Equipment |
Property, Plant and Equipment are stated at historical costs. Major renewals and betterments are capitalized and expenditures for repairs and maintenance are charged to expense as incurred. Building expenses for oil and petroleum gas production equipment are capitalized. Depreciation is provided, using straight-line method. The rates of depreciation are formulated to charge operation with the cost of the equipment over their estimated useful lives as follows:
Computer and other electronic
equipment 3-5 years.
d) Construction in progress
Assets in the course of construction are capitalized in the construction work in progress account. On completion, the cost of construction is transferred to the appropriate category of tangible fixed assets.
No depreciation is charged on assets in the capital work in progress account. These assets are depreciated upon their transfer to appropriate category of tangible fixed assets.
Costs related to managing capital construction are accumulated over the reporting period (financial year) and allocated at the end of the reporting period (financial year) among costs of items registered as non-operational assets as of the end of the year in proportion to actual costs incurred in the appropriate reporting period (financial year) in respect of each of the items.
e) Use of Estimates
Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amount reported in the financial statements and related no financial statements and related notes to financial statements. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from estimates, although management does not believe such changes will materially affect the financial statements in any individual year.
f) Foreign Currency Translation
The Company accounts for foreign currency translation pursuant to SFAS ¹ 52, “Foreign Currency Translation” (“SFAS 52”). The Company’s functional currency is the Russian Rouble. Under SFAS 52, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. Translation adjustments are included in other comprehensive income (loss) for the period. Certain transactions of the Company are denominated in United States dollars. Translation gains or losses related to such transactions are recognized for each reporting period in the related statement of operations and comprehensive income (loss).
The principal exchange rates against US dollars were:
| 3 months ended | |
| 31 March 2007 | 31 December 2006 |
| | |
AVERAGE | | |
RUR | 26,2880 | 27,1318 |
CLOSING | | |
RUR | 26,0113 | 26,3311 |
g) Environmental liabilities
Liabilities for environmental remediation are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.
h) Pension and post-employment benefits
The Company’s mandatory contributions to the governmental pension plan are expensed when incurred. Discretionary pensions and other post-employment benefits are not material.
The Company’s for taxes pursuant to SFAS ¹ 109, “Accounting for Income Taxes”. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
The Company adopted Statement of Financial Accounting Standard (“SFAS”) ¹ 130, “Reporting Comprehensive Income” SFAS ¹ 130 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements.
Fair Value
Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments.
Foreign Currency Risk Exchange restrictions and controls exist relating to converting Russian Roubles to other currencies. At present, the Russian Rouble is not a convertible currency outside the Russian Federation. Future movements in the exchange rates between the Russian Rouble and the US dollar will affect the carrying value of the Company’s Russian Rouble denominated monetary assets and liabilities. Such movements may also affect the Company’s ability to realize non-monetary assets represented in the US dollars in these consolidated financial statements. Any transaction of Russian Roubles amounts to US dollars should not be construed as a representation that such Russian Rouble amounts have been, could be, or will in the future be converted into US dollars at the exchange rate shown or at any other exchange rate.
Concentration of Credit Risk
SFAS ¹ 105 “Disclosure of Information About Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk”, requires disclosure of any significant off-balance sheet risk and credit risk concentration. The Company does not have significant off-balance sheet risk.
l) | Impairment of Long-Lived Assets |
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. For the period ended December 31, 2006, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.
3. Cash and Cash Equivalents
Cash balances of 31 March 2007 and of 31 December 2006 included accounts denominated in Russian Roubles equivalent to 564$ and 12,179 $ respectively.
4. Accounts and Notes Receivable
| | March 31 | | December 31 | |
| | 2007 | | 2006 | |
| | | | | |
Accounts receivable from customers | | | 20,407 | | | 2,499 | |
Prepayments to vendors & suppliers | | | 241,087 | | | 238,349 | |
i.e.: | | | | | | | |
JSC “Sibneftemash”, for design work | | | 238,349 | | | 238,349 | |
| | | | | | | |
Total accounts and notes receivable | | | 261,494 | | | 240,848 | |
5. Inventories
| | March 31 | | December 31 | |
| | 2007 | | 2006 | |
| | | | | |
Materials and supplies | | | 48,819 | | | 54,606 | |
Total inventories | | | 48,819 | | | 54,606 | |
6. Property, Plant and Equipment
| | March 31 | | December 31 | |
| | | | 2006 | |
| | | | Accumulated | | | | Accumulated | |
| | Cost | | Depreciation | | Cost | | Depreciation | |
| | | | | | | | | |
Computer and other electronic equipment | | | 10,907 | | | 9,036 | | | 10,774 | | | 8,243 | |
| | | | | | | | | | | | | |
| | | 10,907 | | | 9,036 | | | 10,774 | | | 8,243 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net carrying amount | | | 1,870 | | | | | | 2,531 | | | | |
7. Construction in progress
These items remained unchanged for the period from 1 January 2007 till 31 March 2007. All expenses of the 1st quarter were administrative (office rent, salaries, etc) and were expenced in P&L account.
The construction in progress consists of the following items:
| | March 31 | |
| | 2006 | |
| | | |
Camp | | | 196,175 | |
Water supply point | | | 39,696 | |
Welt cluster ¹ 1 and technological services | | | 475,969 | |
Production plant | | | 35,360 | |
Sand-pit | | | 102,515 | |
Oil monitor box | | | 51,765 | |
Oil pipe line | | | 3,108,307 | |
Control complex for oil preparing and | | | | |
pipeline transportation | | | 1,109,714 | |
Oil wells | | | 1,898,218 | |
Equipment work in construction | | | 381,490 | |
Total construction in progress | | | 7,399,213 | |
These assets are remote and difficult to access, the Company didn’t make up stock-taking. Instead of stock-taking the Company periodically handles their availability and condition. In addition to building and assembly jobs, tangible expenses Construction in progress assets include other direct expenses (rental expenses, ecological examination etc.) in amount of $185,157. Total construction in progress amounts of $7,399,213.
8. Intangible assets
The Company has obtained licenses from the government authorities for:
a) | exploration activity, mineral exploration, mining operations of oil and gas in Gorstovoe oilfield, the license is valid till March 18, 2014. The Company has licensing agreement of use conditions in Gorstovoe oilfield which is the integral part of the license. |
b) | well operations, the license is valid till January 31, 2008. |
c) | mining of soil, the license is valid till December 31, 2008. |
d) | surveyor operations, the license is valid till May 31, 2009. |
e) | underground water extraction, the license is valid till December 31, 2010 |
The historical cost of these licenses is far below the material level.
9. Other non-current assets
| | March 31 | | December 31 | |
| | 2007 | | 2006 | |
| | | | | |
VAT deductible after the | | | 1,481,335 | | | 1,463,344 | |
construction work are completed | | | | | | | |
Deferred tax expenses | | | 3,807 | | | 15,382 | |
Other account receivable | | | 580 | | | 573 | |
Total | | | 1,461,332 | | | 1,479,299 | |
10. Loans payable.
| | March 31 | | December 31 | |
| | 2007 | | 2006 | |
| | | | | |
LLC “Regiongazstroi” | | | 6,070 | | | 5,697 | |
LLC “Stroiservis” | | | 20,252 | | | 19,007 | |
LLC “Managerial Company | | | | | | | |
“Tomsktruboprovodstroi” | | | 567,177 | | | 532,307 | |
Total | | | 593,500 | | | 557,011 | |
The Company receives interest loans short-term loans from financial company and partners of business on account of performance in the future of well operations and oil sales. The interests accrued on loans in the 1st quarter to be paid in future were added to the this item.
11. Other Accounts Payable, Accrued Liabilities and Taxes except Corporate Income Tax
| | December 31 | | December 31 | |
| | 2005 | | 2006 | |
| | | | | |
Taxes payable | | | 16,258 | | | 10,250 | |
| | | | | | | |
Salaries payable | | | 30,985 | | | 11,202 | |
| | | | | | | |
Other Accounts Payable i.e.: | | | | | | | |
LLC “Stroiservis” for the promissory | | | 768,896 | | | 759,558 | |
notes of Sberbank | | | | | | | |
Indebtedness for rent, services etceteras | | | 113,045 | | | 79,770 | |
Total | | | 881,941 | | | 839,328 | |
12. Corporate Income Tax
The Company accounts for income tax pursuant to SFAS ¹ 109 “Accounting for Income Tax”. This Standard prescribes the use of the liability method whereby deferred tax asset and liability account balance are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.
Corporate income tax rate applicable in 2006 is 24% of taxable income.
Under SFAS ¹ 109 income taxes are recognized for the following: a) amount of tax payable for the current year, b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.
There were no corporate tax obligations accrued in the 1st quarter 2007.
13. FINANCIAL INVESTMENT
During the present fiscal period the Company didn’t invest its money in Financial Investment. Promissory notes of Sberbank bought from LLC “Stroiservis” were used as instrument of payment for repayment of the loans.
14. RETAINED EARNINGS (DEFICIT)
| | March 1 | | January 1 | |
| | 2007 | | 2007 | |
| | | | | |
Retained earnings (deficit ) | | | (2,011,359 | ) | | (1,635,177 | ) |
Current retained earnings (deficit) | | | (140,985 | ) | | (376,182 | ) |
Total | | | (2,152,344 | ) | | (2,011,359 | ) |
15. CHARTERED CAPITAL
| | | | | |
| | December 31, | | December 31, | |
| | 2005 | | 2006 | |
| | | | | |
Authorized | | | 9,033,267 | | | 9,033,267 | |
| | | | | | | |
Issued | | | 9,033,267 | | | 9,033,267 | |
For the period from December 31, 2006 till March 31, 2007 Chartered Capital denominated in Russian Roubles hadn’t been changed.