UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ______________
Commission File Number 000-53199
PRECISION PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada | 71-1029846 | |
State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization | Identification No.) |
9250 75th Street, Lexington, OK 73051
(Address of principal executive offices)
None
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 [ ] (Do not check if a smaller reporting company) 60; Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
SEC 1296 (02-08) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Number of shares outstanding of the registrant’s class of common stock as of July 31, 2009: 44,400,000
Precision Petroleum Corporation
INDEX TO THE FORM 10-Q
For the quarterly period ended June 30, 2009
PAGE | |||
PART I | FINANCIAL INFORMATION | F-1 | |
ITEM 1. | FINANCIAL STATEMENTS | F-1 | |
Balance Sheets | F-2 | ||
Statements of Operations and Comprehensive Income | F-3 | ||
Statement of Stockholders’ Deficit | F-4 | ||
Statements of Cash Flows | F-5 | ||
Notes to the Financial Statements | F-7 to F-13 | ||
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 16 | |
ITEM 3. ITEM 4. ITEM 4T. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK CONTROLS AND PROCEDURES CONTROLS AND PROCEDURES | 17 17 17 | |
PART II | OTHER INFORMATION | 17 | |
ITEM 1. ITEM 1A. | LEGAL PROCEEDINGS RISK FACTORS | 18 | |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 18 | |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 18 | |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 18 | |
ITEM 5. | OTHER INFORMATION | 18 | |
ITEM 6. | EXHIBITS | 18 | |
SIGNATURES | 19 |
Precision Petroleum Corporation
(An Exploration Stage Company)
Interim Financial Statements
(Expressed in U.S. Dollars)
Precision Petroleum Corporation
FKA: Tidewater Resources Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)
As of June 30, 2009 (Unaudited) | As of September 30, 2008 (Audited) | |
Assets | ||
Current Assets | ||
Cash and cash equivalents | $ 1,316 | $ - |
Participation deposits | 31,000 | - |
Total current assets | 32,316 | - |
Mineral claims (Note 4) | - | 4,464 |
Total assets | $ 32,316 | $ 4,464 |
Liabilities and Stockholders’ Deficit | ||
Current Liabilities | ||
Bank overdraft | $ - | $ 274 |
Accounts payable and accrued liabilities | 3,360 | 14,148 |
Advances | 55,518 | - |
Total current liabilities | 58,878 | 14,422 |
Total liabilities | 58,878 | 14,422 |
Stockholders’ Deficit | ||
Common stock, 200,000,000 shares authorized, $0.001 par value; 44,400,000 shares issued and outstanding | 44,400 | 44,400 |
Additional paid in capital | 82,691 | 67,635 |
Deficit accumulated during the exploration stage | (153,653) | (122,290) |
(26,562) | (10,255) | |
Other Comprehensive Income (Loss): | ||
Foreign currency adjustment | - | 297 |
Total stockholders’ deficit | (26,562) | (9,958) |
Total liabilities and stockholders’ deficit | $ 32,316 | $ 4,464 |
Precision Petroleum Corporation
Precision Petroleum Corporation
FKA: Tidewater Resources Inc.
(An Exploration Stage Company)
Statements of Operations and Comprehensive Income (Loss)
(Expressed in U.S. Dollars)
(Unaudited)
For the three months ended June 30 | For the nine months ended June 30 | From Inception (February 7, 2007) to June 30 | |||
2002009 | 2008 | 200822009 | 2008 | 2009 | |
Un | Un | Un | |||
$ -d | $ -d | $ -d | |||
Revenues | $ – - | $$ $ – - | $$$ – - | $ – | $ – |
Expenses | |||||
Mineral claims expense (Note 4) | - | - | 4,464 | - | 4,464 |
General and administrative | 1,342 | 2,053 | 1,342 | 4,887 | 11,112 |
Legal and accounting | 5,166 | 16,219 | 18,914 | 57,005 | 102,534 |
Management fees | 5,500 | 3,600 | 5,500 | 10,800 | 25,900 |
Rent expense | - | 1,500 | - | 4,500 | 8,500 |
Total expenses | 12,008 | 23,372 | 30,220 | 77,192 | 152,510 |
Operating loss | (12,008) | (23,372) | (30,220) | (77,192) | (152,510) |
Other income (expense) | |||||
Other expense | (1,143) | - | (1,143) | - | (1,143) |
Total other income (expense) | (1,143) | - | (1,143) | - | (1,143) |
Net loss | (13,151) | (23,372) | (31,363) | (77,192) | (153,653) |
Other Comprehensive income (loss) | |||||
Foreign currency translation adjustment | 936 | (313) | (297) | (263) | - |
Comprehensive loss | (12,215) | (23,685) | (31,660) | (77,455) | (153,653) |
Net Loss Per Share – Basic and Diluted | (0) | (0) | (0) | (0) | (0) |
Weighted Average Common Shares Outstanding | 44,400,000 | 84,000,012 | 44,400,000 | 84,000012 | |
Precision Petroleum Corporation
FKA: Tidewater resources Inc.
(An Exploration Stage Company)
Statement of Stockholders Deficit
From Inception (February 7, 2007) to June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
Common Shares | Additional | Accumulated Deficit During | Other | Total stockholders | |||
Number | Par Value | Paid-in Capital | Stock Payable | Exploration Stage | Comprehensive Income | equity (deficit) | |
Balance February 7, 2007 | 12 | $ - | $ - | $ - | $ - | $ - | $ - |
Donated management services and rent | - | - | 13,600 | - | - | - | 13,600 |
Stock Payable | - | - | - | 83,135 | - | - | 83,135 |
Foreign currency gain (loss) | - | - | - | - | - | 124 | 124 |
Net gain (loss) | - | - | - | - | (25,981) | - | (25,981) |
Balance September 30, 2007 | 12 | - | 13,600 | 83,135 | (25,981) | 124 | 70,878 |
Issued stock for cash October 2007 | 36,000,000 | 36,000 | (33,000) | (3,000) | - | - | - |
Issued stock for cash October 2007 | 48,000,000 | 48,000 | 32,135 | (80,135) | - | - | - |
Donated management services and rent | - | - | 15,300 | - | - | - | 15,300 |
Foreign currency gain (loss) | - | - | - | - | - | 173 | 173 |
Retirement of shares | (39,600,012) | (39,600) | 39,000 | - | - | - | - |
Net loss | - | - | - | - | (96,309) | - | (96,309) |
Balance September 30, 2008 | 44,400,000 | 44,400 | 67,635 | - | (122,290) | 297 | (9,958) |
Contribution of capital for legal fees | - | - | 15,056 | - | - | - | 15,056 |
Foreign currency gain (loss) | - | - | - | - | - | (297) | (297) |
Net loss | - | - | - | - | (31,363) | - | (31,363) |
Balance June 30, 2009 | 44,400,000 | $ 44,400 | $ 82,691 | $ - | $ (153,653) | $ - | $ (26,652) |
The accompanying notes are an integral part of the financial statements.
Precision Petroleum Corporation
FKA: Tidewater Resources Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Expressed in U.S. Dollars)
Unaudited
Nine months ended June 30, 2009 | Nine months ended June 30, 2008 | From Inception (February 7, 2007) to June 30, 2009 | |
Cash Flows Used In Operating Activities: | |||
Net income (loss) | $ (31,363) | $ (77,192) | $ (153,653) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Mineral claim fee | 4,464 | - | 4,464 |
Donated management fees and rent | - | 15,300 | 28,900 |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued liabilities | (10,788) | 28,397 | 3,360 |
Net cash used in operating activities | (37,687) | (33,495) | (116,929) |
Cash Flows Used In Investing Activities: | |||
Participation deposits | (31,000) | - | (31,000) |
Purchase of mineral claims | - | - | (4,464) |
Net cash used in investing activities | (31,000) | - | (35,464) |
Cash Flows From Financing Activities: | |||
Proceeds from common stock issuance | - | - | 83,135 |
Contribution of capital | 15,056 | - | 15,056 |
Advances | 55,518 | - | 55,518 |
Net cash provided by financing activities | 70,574 | - | 153,709 |
Effect of foreign currency translation | (297) | (263) | - |
Increase (decrease) in cash and cash equivalents | 1,590 | (33,758) | 1,316 |
Cash and cash equivalents, beginning of period | (274) | 67,448 | – |
Cash and cash equivalents, end of period | $ 1,316 | $ 33,690 | $ 1,316 |
Supplemental Disclosures | |||
Interest paid | $ - | $ - | $ – |
Income of common stock payable | $ - | $ 83,135 | $ 83,135 |
Precision Petroleum Corporation
(An Exploration Stage Company)
Notes to the interim financial statements
June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
1) Business and History
Precision Petroleum Corporation (the “Company”) was incorporated under the name “Tidewater Resources Inc.” under the laws of the State of Nevada on February 7, 2007. On October 27, 2008 the Company changed its name to Precision Petroleum Corporation. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at June 30, 2009, the Company has a working capital deficit of $26,562 ($14,422 as of September 30, 2008) and has accumulated losses of $153,653 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
While the information in the accompanying interim nine-month financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented. All adjustments are of a normal recurring nature. Except as disclosed below, these interim financial statements follow the same accounting policies and methods of their application as Precision Petroleum Corporation’s audited September 30, 2008 annual financial statements.
The results of operations for the nine month period ending June 30, 2009 are not necessarily indicative of the results to be expected for the year ending September 30, 2009.
These unaudited interim financial statements should be read in conjunction with the September 30, 2008 audited financial statements of the Company.
2) | Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies used in the preparation of these financial statements.
a. | Basis of Presentation |
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises and are expressed in U.S. dollars.
b. | Cash and Cash Equivalents |
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
The accompanying notes are an integral part of the financial statements.
Precision Petroleum Corporation
(An Exploration Stage Company)
Notes to the interim financial statements
June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
2) | Summary of Significant Accounting Policies (continued) |
c. | Mineral Property Costs |
The Company has been in the exploration stage since its formation on February 7, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-2 “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
To date the Company has not established any proven or probable reserves on its mineral properties.
d. | Long-Lived Assets |
In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
e. | Foreign Currency Translation |
The Company’s functional currency is in US dollars. The financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
f. | Environmental Expenditures |
The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.
The accompanying notes are an integral part of the financial statements.
Precision Petroleum Corporation
(An Exploration Stage Company)
Notes to the interim financial statements
June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
2) | Summary of Significant Accounting Policies (continued) |
f. | Environmental Expenditures – (continued) |
Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.
g. | Use of Estimates |
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated expenses, and deferred income tax valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
h. | Stock-based Compensation |
The Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments”, using the fair value method. The Company has not issued any stock options since its inception.
i. | Concentration of Credit Risk |
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.
j. | Risks and Uncertainties |
The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.
k. | Financial Instruments |
The Company’s financial instruments consist of cash and cash equivalents, and accounts payable and accrued liabilities. The carrying value of the financial instruments is approximate fair value due to their short term to maturity. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.
The accompanying notes are an integral part of the financial statements.
Precision Petroleum Corporation
(An Exploration Stage Company)
Notes to the interim financial statements
June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
2) | Summary of Significant Accounting Policies (continued) |
l. | Income Taxes |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
m. | Basic and Diluted Net Income (Loss) Per Share |
The Company computes net loss per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. At June 30, 2009, there are no dilutive potential common shares.
n. | Comprehensive Loss |
The Company follows Statement of Financial Accounting Standards (“SFAS”) 130, "Reporting Comprehensive Income". SFAS 130 establishes standards for the reporting and display of comprehensive income and its components in the financial statements
3) | Recent Accounting Pronouncements |
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending September 30, 2010. This will not have an impact on the results of the Company.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.
The accompanying notes are an integral part of the financial statements.
Precision Petroleum Corporation
(An Exploration Stage Company)
Notes to the interim financial statements
June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
3) | Recent Accounting Pronouncements (continued) |
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency
about transfers of financial assets, including securitization transactions and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
The accompanying notes are an integral part of the financial statements.
Precision Petroleum Corporation
(An Exploration Stage Company)
Notes to the interim financial statements
June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
3) Recent Accounting Pronouncements (continued)
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.
Pursuant to a mineral property staking and Net Smelter Returns Royalty agreement (the “Agreement”) dated April 19, 2007, the Company acquired a 50% undivided right, title and interest in a gold/silver/copper mineral claim unit of the Kammatika Claims (the “Claims”), located in the province of British Columbia, Canada for a cash payment of $4,464 (CDN$5,000). As of June 30, 2009, the Company’s claims have expired. Consequently, the Company expensed the claims during the nine months ended June 30, 2009.
5) | Common Stock |
The authorized number of common shares remains at 200,000,000 common shares with a par value of $0.001.
a. | On November 17, 2008, the Company authorized a forward stock split of twelve for one (12:1) of our total issued and outstanding shares of common stock. All references in these financial statements and notes to the financial statements of common shares, number of shares, price per share and weighted average number of common shares outstanding prior to the forward stock split have been adjusted to reflect the split on a retroactive basis, unless otherwise noted |
b. | Upon incorporation on February 7, 2007, the Company issued twelve (12) post split shares of common stock to its founding officer and director for nominal consideration. |
c. | In October 2007, the Company issued 36,000,000 post split shares of common stock at $0.001 per share to directors of the Company for gross proceeds of $3,000. |
d. | In October 2007, the Company issued 48,000,000 post split shares of common stock at approximately $0.017 per share for gross proceeds of $80,135. |
e. | On September 2008, the Company’s officers and directors resigned from their positions with the Company. In connection with such resignations, such officers and directors surrendered all of their shares of the Company’s common stock, which totaled 39,600,012 post split shares, which were then cancelled and returned to treasury. No compensation was paid for the surrender of these shares. |
f. | During the second quarter, the former officer of the Company contributed $15,506 to pay off legal service fees. |
6) | Operations |
The company obtains financing from a consultant with a balance of $20,518 and an advance from a third party of $35,000 as of June 30, 2009. The balances are due on demand and are not interest bearing.
On January 20, 2009, the President of the Company, Ms. Sharron Farris, resigned as President and Mr. Richard Porterfield was appointed as President and Treasurer of the Company. Ms. Sharon Farris remains as Secretary of the Company.
The Company has not entered into any transactions with Mr. Porterfield that would be regarded as related party transactions. Mr. Porterfield is not a director of any other publicly registered company.
The accompanying notes are an integral part of the financial statements.
Precision Petroleum Corporation
(An Exploration Stage Company)
Notes to the interim financial statements
June 30, 2009
(Expressed in U.S. Dollars)
(Unaudited)
7) | Oil and Gas Participation |
On January 27, 2009, the Company entered into a Participation Agreement with Nitro Petroleum Incorporated (“Nitro”), pursuant to which the Company obtained from Nitro the right to participate in Phase One of Nitro’s Powder River Basin Project in Montana. Nitro acquired certain oil and gas leases in the Powder River Basin in Montana pursuant to a Memorandum of Understanding dated January 26, 2009 with REDS, LLC.
Pursuant to the terms of the Participation Agreement, Nitro is being carried to the tanks with respect to a 25% working interest in Phase One of the Powder River Basin Project. The Company is acquiring a 37.5% working interest in Phase One of the Powder River Basin Project in exchange for an agreement to pay 50% of the expenses of Phase One of the Powder River Basin Project. Additionally, the Company shall have the right to purchase up to a 37.5% working interest in Phase Two and Phase Three of the Powder River Basin Project upon substantially the same terms as Phase One. Nitro will be the operator of all wells drilled during Phase One of the Powder River Basin Project.
During the third quarter the company paid $31,000 towards the Participation Agreement with Nitro. The payments have been recorded in the financial statements as participation deposits.
8) | Subsequent Events |
On July 1, 2009, Precision has acquired proven reserves of oil and gas, depreciable oilfield equipment and ancillary field operating equipment. The vendors and Precision have agreed that upon finalization of the present values calculation of the 18 leases, that Precision will issue capital stock from its’ Treasury to the vendors based on a per share value of forty cents (.40). The total number of shares to each vendor shall be determined as total present value of equipment and petroleum reserves tendered, to be divided by forty cents to equal the number of shares to be issued.
On July 16, 2009, the Company received $20,000 in non interest due on demand advances from a third party.
Item 2. Management's Discussion and Analysis
As used in this Quarterly Report: (i) the terms "we", "us", "our" and the "Company" mean Precision Petroleum Corporation (ii) "SEC" refers to the Securities and Exchange Commission; (iii) "Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended; and (iv) all dollar amounts refer to United States dollars unless otherwise indicated.
The following is a discussion of our plan of operations, results of operations and financial condition as at and for the nine months ended June 30, 2009.
Overview
Incorporation and Organizational Activities
We were incorporated on February 7, 2007 under the laws of the State of Nevada. On October 27, 2008, we changed our name from Tidewater Resources Inc. to Precision Petroleum Corporation.
We were extra provincially registered under the laws of the Province of British Columbia, Canada, on March 9, 2007.
On January 20, 2009, Ms. Sharon Farris resigned as the president of the Company.
On January 20, 2009, Mr. Richard Porterfield was appointed President and Treasurer of the Company.
Liquidity and Capital Resources
At June 30, 2009, we had a working capital deficit of $26,562, compared to a working capital deficit of $14,422, at September 30, 2008. At June 30, 2009, our total assets were $32,316, consisting of cash and participation deposits compared to total assets in the amount of $4,464 at September 30, 2008, consisting of mineral claims. This increase in assets was due to advances received from financing activities and participation deposits.
At June 30, 2009, our total current liabilities increased to $58,878 from $14,422 at September 30, 2008.
Our short and long term survival is dependent on funding from shareholder loans or outside sources.
Results of Operations
Revenues
We have had no operating revenues since our inception on February 7, 2007. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.
Expenses and Loss from Operations
For the three (3) months ended June 30, 2009, operating expenses were $13,151 compared to $23,372 for the three (3) months ended June 30, 2008. The decrease of $10,221 was due to a decrease mainly in legal and accounting expenses. Operating expenses during the quarter ended June 30, 2009 consisted of legal and accounting fees of $5,166, general and administrative costs of $1,342, management fees of $5,500 and foreign exchange loss of $1,143. This compares with expenses during the three (3) months ended June 30, 2008, consisting of legal and accounting fees of $16,219, management fees of $3,600, general and administrative costs of $2,053 and rent expense of $1,500.
We recognized a gain of $936 on foreign exchange for the quarter ended June 30, 2009, compared with a loss of $313 on foreign exchange during the quarter from the prior year.
We posted a comprehensive loss of $12,215 for the quarter ended June 30, 2009, compared to a comprehensive loss of $23,685 for the same period from the previous year. From inception (February 7, 2007) to June 30, 2009, we have incurred a total comprehensive loss of $153,653. The principal components of losses were legal and accounting fees of $102,534, management fees of $25,900, general and administrative costs of $11,112, mining claims expense of $4,464, foreign exchange loss of $1,143 and rent expense of $8,500.
For the nine (9) months ended June 30, 2009, operating expenses were $30,220 compared to $77,192 for the nine (9) months ended June 30, 2008. The decrease of $46,972 was due to a decrease in legal and accounting expenses, management fees and rent expense. Operating expenses during the nine (9) months ended June 30, 2009 consisted solely of legal and accounting fees of $18,914, general and administrative costs of $1,342, management fees of $5,500, foreign exchange loss of $1,143 and mineral claims expense of $4,464. This compares with expenses during the nine (9) months ended June 30, 2008, consisting of legal and accounting fees of $57,005, management fees of $10,800, rent expense of $4,500 and general and administrative costs of $4,887.
We recognized a loss of $297 on foreign exchange for the nine (9) months ended June 30, 2009, compared with a loss of $263 on foreign exchange during the same period from the prior year.
We posted a comprehensive loss of $31,660 for the nine (9) month period ended June 30, 2009, compared to a comprehensive loss of $77,455 for the same period from the previous year.
We believe our market risk exposures arise primarily from exposures to fluctuations in interest rates and exchange rates. We presently only transact business in Canadian and United States Dollars. We believe that the exchange rate risk surrounding our future transactions will not materially or adversely affect our future earnings. We do not use derivative financial instruments to manage risks or for speculative or trading purposes.
Subsequent Events
During the 3 preceding months, the Company has been actively searching to purchase potential oil and gas producing leases in Oklahoma State.
Richard Porterfield, President, is also a Petroleum Geologist. He has been instrumental in the assembly of 18 leases for acquisition.
The leases constitute various working interests and overriding royalty interests. Also included are various production facilities including depreciable wellhead, down hole and battery equipment. Included in some of the leases were salt water disposal wells, needed for injection of waste water recovered from oil and gas production.
Precision had requested a petroleum reserve calculation of recoverable oil and gas for the leases acquired. This reserve calculation was recently completed by Ramsey Consultants, a firm of petroleum engineers in Oklahoma City. These reserve calculations are necessary in order to determine the purchase price of each lease. Therefore, Precision has acquired proven reserves of oil and gas, depreciable oilfield equipment and ancillary field operating equipment.
The vendors of the leases comprise of three (3) private corporations:
1162489 Alberta Ltd, an Alberta, Canada private Corporation
Griffyn Financial Services Inc., a British Columbia, Canada, Private Corporation
Global Energy LLC, an Oklahoma State private corporation.
The vendors and Precision have agreed that upon finalization of the present values calculation of the 18 leases, that Precision will issue capital stock from its’ treasury to the vendors based on a per share value of forty cents ($0.40) The total number of shares to each vendor shall be determined as total present value of equipment and petroleum reserves tendered, to be divided by forty cents to equal the number of shares to be issued.
Note that all calculations and references are in USD currency.
The effective date of the purchase contract is July 1, 2009.
Upon finalization of the calculations, and regulatory approval, the corporate attorney will file with the regulatory authorities all requisites necessary.
It is to be noted that the three vendor parties were not related parties nor affiliated with Precision prior to the July 1st transaction. The Company believes that they will remain unrelated and non affiliated subsequent to the transaction.
The Board of Directors will meet in consultation with the corporate attorney to approve the acquisition and to record the transaction by Board resolution.
Off Balance Sheet Arrangements.
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes of financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
See Item 4T.
ITEM 4T. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the current quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Pursuant to Rule 601 of Regulation S-B, the following exhibits are included herein or incorporated by reference.
Exhibit
Number Description
3.1 Articles of Incorporation, as Amended*
3.2 Bylaws*
31.1 Section 302 Certification – Chief Executive Officer
31.2 Section 302 Certification – Chief Financial Officer
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer. |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer. |
*Incorporated by reference to our Form S-1 Registration Statement declared effective on April 24, 2008, SEC File Number 333-149823.
SIGNATURES
Pursuant to the requirements of Section 13 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, on this 5th day of August, 2009.
PRECISION PETROLEUM CORPORATION
Date: August 5, 2009 By:
Name: Richard Porterfield
Title: President (principal executive officer)
By:
Name: Sharon Farris
Title: Treasurer (principal financial officer and principal accounting officer)
The accompanying notes are an integral part of the financial statements.