SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2005
COMMISSION FILE NO. 0-09482
COLORADO WYOMING RESERVE COMPANY
(Exact Name of Small Business Issuer as Specified in its Charter)
Wyoming | 83-0246080 |
(State or other jurisdiction | (IRS Employer |
of incorporation) | Identification No.) |
751 Horizon Court, Suite 205, Grand Junction, Colorado | | 81506 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (970) 255-9995
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes /X/ No / /
There were 10,857,694 shares of the Registrant's $.01 par value common stock outstanding as of November 14, 2005.
Transitional Small Business Disclosure: Yes / / No /X/
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
COLORADO WYOMING RESERVE COMPANY
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
September 30, 2005
CURRENT ASSETS:
Cash and cash equivalents $ 2,516
Accounts receivable --
-----------
Total current assets 2,516
PROPERTY AND EQUIPMENT:
Unproved oil and gas properties 26,598
Other property and equipment 14,914
Less accumulated depreciation, other property and equipment (14,841)
-----------
Net property and equipment 26,671
Other 1,960
-----------
Total assets $ 31,147
===========
CURRENT LIABILITIES:
Trade accounts payable $ 229,148
Other accrued liabilities 398,800
Related party payables:
On account 355,008
Advances from Lightening Draw 122,000
Note payable to joint venture 305,000
-----------
Total current liabilities 1,409,956
EQUITY
Common Stock, $.01 par value: authorized-
75,000,000 shares; issued and outstanding-
10,807,694 108,077
Additional paid-in capital 5,384,976
Warrants 148,100
Accumulated deficit:
Before entering the development stage (4,441,242)
After entering the development stage (2,578,720)
Total Equity (1,378,809)
Total liabilities and equity $ 31,147
===========
The accompanying notes are an integral part of these financial statements.
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COLORADO WYOMING RESERVE COMPANY
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
(UNAUDITED)
QUARTERS ENDED
SEPTEMBER 30, PERIOD FROM
------------------------------ JANUARY 1, 1999 TO
2005 2004 SEPTEMBER 30, 2005
------------ ------------ ------------------
REVENUES $ -- $ -- $ --
EXPENSES
Exploration cost -- 1,994 711,336
Depreciation,
depletion and amortization 6,320
General and administrative 101,854 47,725 1,771,285
------------ ------------ ----------------
Total expenses 101,854 49,719 2,488,941
------------ ------------ ----------------
Operating loss (101,854) (49,719) (2,488,941)
OTHER INCOME (EXPENSE)
Interest income (expense), net (5,350) (3,322) (88,548)
Loss on sale of assets -- -- (1,231)
------------ ------------ -----------------
Income (Loss) before income taxes (107,204) (53,041) (2,578,720)
Provision for income taxes -- -- --
------------ ------------ -----------------
Net loss $ (107,204) $ (53,041) $ (2,578,720)
============ ============ �� =================
Basic and diluted loss per share $ (.01) $ (0.01)
============ ============
Outstanding shares 10,807,694 10,607,694
============ ============
The accompanying notes are an integral part of these financial statements.
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COLORADO WYOMING RESERVE COMPANY
(A DEVELOPMENT STAGE ENTERPRISE)
CASH FLOW STATEMENTS
QUARTERS ENDED
SEPTEMBER 30, PERIOD FROM
---------------------------- JANUARY 1, 1999 TO
2005 2004 SEPTEMBER 30, 2005
----------- ----------- ------------------
Cash flows from operating activities:
Net loss $ (107,204) $ (53,041) (2,578,720)
Adjustments to reconcile net loss to net used in
operating activities:
Depletion, depreciation and amortization -- -- 6,320
Loss on asset sale -- -- 1,231
Amortization of note payable discount -- -- 35,000
Loss from joint venture investment -- 361,767
Equity issued as compensation -- -- 95,600
Changes in current assets and liabilities:
Receivables -- -- 3,126
Payables 92,167 53,041 1,063,200
Other -- (436)
----------- ---------- ------------------
Net cash (used in) operating activities (15,037) 0 (1,012,912)
Cash flows from investing activities:
Additions to unproved properties - - (10,572)
Unproved property cost recovery - 191,467
Asset purchases -- -- (1,269)
Proceeds from asset sale -- -- (2,354)
---------- ---------- -----------------
Net cash (used in) provided by investing activities 0 0 177,272
Cash flows from financing activities:
Sale of common stock -- -- 834,456
Advances from joint venture -- 130,509
Repayment of joint venture advances -- --
Repayment of notes payable -- -- (130,000)
---------- ---------- -----------------
Net cash provided by financing activities -- -- 834,965
---------- ---------- -----------------
Net increase (decrease) in cash and equivalents (15,037) - (675)
Cash and equivalents at beginning of period 17,553 30,317 3,191
----------- ---------- -----------------
Cash and equivalents at end of period $ 2,516 $ 30,317 $ 2,516
=========== ========== =================
The accompanying notes are an integral part of these financial statements.
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COLORADO WYOMING RESERVE COMPANY
("CWYR" or the "Company")
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Periods Ended September 30, 2005 and 2004
1. INTERIM FINANCIAL STATEMENTS
The accompanying financial statements are unaudited. However, in the opinion of management, the accompanying financial statements reflect all adjustments necessary for a fair presentation.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. Management believes the disclosures made are adequate to make the information not misleading and suggests that these financial statements be read in conjunction with the Company's June 30, 2005 Form 10-KSB.
2. DEVELOPMENT STAGE ENTERPRISE
The Company has no operating revenues as a result of its December 1998 sale of its producing properties. Accordingly, as of January 1, 1999, the Company has re-entered the development stage.
The Company is an oil and natural gas exploration company with a geographical focus in the Rocky Mountain region of the western United States. The Company's primary objective is the acquisition of interests in undeveloped oil and gas properties, and the location and development of economically attractive accumulations of hydrocarbons in such properties through the use of a highly-integrated, interpretive approach to the application of three-dimensional (3D) geophysical data (seismic data acquired and processed to yield a three-dimensional picture of the subsurface). The Company's acquisitions of undeveloped oil and gas properties are accomplished primarily by the acquisition of direct mineral leasehold interests from private, state and federal lands. The Company's Southwest Lisbon property is currently in production and once payout is achieved the Company will begin to have operating income.
STRATEGY
The Company is a 3D Seismic exploration and production company focused on the Paradox Basin of Southeast Utah. CWYR has defined seven structures, after four years of seismic science and the expenditure of approximately $5 million on science, acreage and drilling, by it and its partners. After payout, the Company shall own 10.6% of structures one and two with structure one under development. Structure one is producing into a sales pipeline. Structures three through five, where the Company owns 42.5% working interest, remain to be drilled. Structures six and seven are in the acquisition phase and the Company would own 42.5% of these to be acquired structures. The Company anticipates additional 3D Seismic work around the identified structures. The Company would like to expand its current 16,640 acre 3D Seismic shoot generated in the years 2000 to 2002 by an additional 64,000 acres, in t he future, in order to look for additional structures. Finally, it is worth noting that structures two through seven need to be drilled.
In years 2000 to 2002 the Company acquired 68,000 acre leases and then shot, processed and interpreted 16,640 acres, state of the art 3D Seismic shoot. In 2003 the interpretation of the shoot was perfected. In 2004, the Partners and the Company drilled two, 3D Science confirming wells, in May and December respectively, on structure one. In 2005 the Company and Partners caused the Pipeline Contract and hook-up of two wells on structure one. The Company anticipates an aggressive posture in pursuit of this area.
The Company is currently focusing its exploratory efforts on its mineral interests in approximately 16,640 gross leased
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acres (approximately 4,214 net leased acres) in the central Paradox Basin of southeastern Utah (the "Paradox Basin Project" or the "Project"). During fiscal 2001, the Company obtained a 3D seismic survey (the "Seismic Survey") covering a 26 square mile portion of its Paradox Basin leasehold position. The survey results indicate that further exploratory work is warranted on the Paradox Basin Project. Together with its joint venture partners, CWYR has recently undertaken drilling and intends to raise additional capital in order to be able to participate in the next phase of development of the Paradox Basin Project.
On March 3, 2005, the Company confirmed its proprietary 3D Seismic Science with two exploratory successes at its Paradox Basin Exploration Project in Southeast Utah. The science, four years under development, has been confirmed by the completion of the Federal 1-31 and the Evelyn Chambers wells on the Southwest Lisbon structure, 3 ½ miles southwest of the 155 million barrel oil equivalent Lisbon Field in the same Mississippian formation. Both wells tested in the range of 2 MMCFD in the formation analogous to the productive formation at Lisbon. The wells are awaiting pipeline contract and hook-up.
The Company owns 10.6% APO of this 700-acre structure and 10.6% of the surrounding 8,960 acres. Further additional seismic work in light of this successful discovery is anticipated on the structure.
The Company owns 42 ½ % of two other, 3D delineated, structures in the Paradox Basin Project. Additionally, the Company will have 42 ½ % of two other, tentatively identified, structures in the area.
On July 21, 2005 the Company announced that it had received BLM approval to drill a third well on its previously 3D seismic identified Southwest Lisbon structure in the Paradox Basin Exploration Project in Southeast Utah.
The initial two successful wells are currently being production tested.
The Company also stated that there is the possibility that up to a total of 12 to 16 wells from multiplezones on the Southwest Lisbon structure can be drilled.
The Company anticipates an extensive 3D seismic shooting program and drilling on its currently identified structures.
3. COMMITMENTS AND CONTINGENCIES
Effective January 1, 1998, the Company entered into an Agreement for Administrative Services (the "Trinity Agreement") with Trinity Petroleum Management LLC, a Colorado limited liability company ("Trinity"). Pursuant to the terms of the Trinity Agreement, Trinity performs certain management functions for the Company. Trinity bills for its services on an hourly basis, receives a flat fee of $1,100 per month and is reimbursed for third party expenses. The Trinity Agreement is on a month-to-month basis and may be terminated by either party upon written notice. J. Samuel Butler, who was a member of the Board of Directors of the Company until September 22, 2004, currently serves as President of Trinity and owns approximately 24 percent of Trinity through his ownership of Butler Resources, LLC. In connection with certain additional services provided to the Company by Trinity pursuant to the Company's merger wit h Shoreline Resource Company, on January 22, 1998 the Company issued to Trinity 25,000 restricted shares of Common Stock as well as an option to purchase up to 100,000 shares of the Company's Common Stock at an exercise price of $1.50 per share, subsequently repriced to $.10 per share in May 1999.
The Company entered into an employment contract with Mr. Fuerst on October 1, 1996 pursuant to which Mr. Fuerst received a salary of $10,000 per month and was granted incentive stock options to purchase up to 500,000 shares of the Company's Common Stock at an exercise price of $1.00 per share (repriced to $.25 per share in May 1999). The contract had an initial term of three years commencing October 1, 1996 and is renewed automatically for succeeding periods of one year unless terminated. The Contract may be terminated by Mr. Fuerst upon 90-days prior written notice to the Company and by the Company without prior notice to Mr. Fuerst for cause (as defined in the contract). In May 1999, Mr. Fuerst's salary was reduced to $5,000 per month pursuant to an amendment to his employment agreement.
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4. LOSS PER SHARE
Basic and diluted earnings per share are the same, as the effect of warrants and options is antidilutive.
5. FARMOUT AGREEMENT
The Company entered into a farmout agreement (the "Farmout Agreement") with ST Oil Company ("ST Oil"), FM Energy, LLC (whose rights and interest were subsequently assigned to Moore Energy LLC ("Moore Energy")) and The Shoreline Companies, LLC, ("Shoreline") (collectively, "the Farmees"), effective September 22, 2000, to finance exploration of the Paradox Basin Project. Certain directors and stockholders of the Company are directors, officers and controlling stockholders of ST Oil, Moore Energy and Shoreline. Under the Farmout Agreement, the Company assigned 50 percent of its mineral working interests in the Paradox Basin Project to the Farmees in exchange for the Seismic Survey. Prior to the commencement of the Seismic Survey, the Company sold an additional 7.5 percent of its mineral working interests to the Farmees in February 2001 for $150,000. The purchase price was determ ined using the same valuation of the Paradox Basin Project as was used in the Farmout Agreement. The cost of completing, processing and interpreting the Seismic Survey of approximately $1.1 million was borne by the Farmees.
The Farmout Agreement requires the Company to bear 42.5 percent of the cost of maintaining the Paradox Basin Project leasehold, which cost is estimated at approximately $33,000 per year. The Company currently has no funds available to meet this obligation, and its interest in the Project consequently could be reduced or eliminated.
The Farmout Agreement establishes an area of mutual interest (the "AMI") until September 22, 2010. If during the ten-year term of the AMI, any party to the Farmout Agreement acquires an oil or gas leasehold interest in the AMI, that party must give all the other parties the opportunity to participate. The acquiring party must notify all other parties of the acquisition, and each recipient of this notice has thirty (30) days to notify the acquiring party of its election to participate or not participate. If a party elects to participate, the acquiring party must promptly assign to the party an interest in the leasehold interest proportionate to the party's interest under the Farmout Agreement. While there can be no assurance that the Company will have the funds to participate in future AMI acquisitions, it did participate during fiscal 2001, spending $54,000 on additional leases.
On September 25, 2002, Colorado Wyoming Reserve Company (the "Company") entered into a Farmout Agreement (the "2002 Farmout Agreement") with ST Oil Company, a Nevada corporation, and The Shoreline Companies, LLC, a Colorado limited liability company (collectively, the "Farmees"). The Company owns a 42.5% working interest and the Farmees collectively own a 34.5% working interest in certain oil and gas leases covering approximately 64,000 acres of land located in the Paradox Basin in San Juan County, Utah. J. Samuel Butler, a director of the Company till September 22, 2004, and a stockholder of the Company, is also President and Chief Executive Officer and a stockholder of ST Oil Company. F. Robert Tiddens and John F. Greene, directors of the Company till September 22, 2004, and stockholders of the Company, are also directors and 50% stockholders of The Shoreline Compani es, LLC.
Under the 2002 Farmout Agreement, the Farmees agreed to drill a test well in the Remington Prospect, which covers approximately 1,440 acres in the Paradox Basin. The well must be drilled to a certain depth on or after November 15, 2002. The Company, as Farmor, will have the option to either participate in the drilling of the first test well for its proportionate share or to farmout its interest to the Farmees. If the Company wants to participate in the first test well, the Company must submit its proportionate share of the estimated drilling costs within 10 days of receipt of a notice to commence drilling. The Company's failure to submit drilling costs within such time will be deemed the Company's election not to participate and to farmout its interests to the Farmees.
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6. RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS:
In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment," which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS 123(R) is effective for public companies for interim or annual periods beginning after June 15, 2005, supersedes APB Opinion 25, Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of Cash Flows.
SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro-forma disclosure is no longer an alternative. The new standard will be effective for us, beginning July 1, 2005.
In December 2004, the FASB issued SFAS 153, Exchanges of Non-monetary Assets, which changes the guidance in APB 29, Accounting for Non-monetary Transactions. This Statement amends APB 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective during fiscal years beginning after June 15, 2005. We do not believe the adoption of SFAS 153 will have a material impact on our financial statements.
The Securities and Exchange Commission has issued Staff Accounting Bulletin (SAB) No. 106 regarding the application of SFAS 143, "Accounting for Asset Retirement Obligations," on oil and gas producing entities that use the full cost accounting method. It states that after adoption of SFAS 143, the future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet should be excluded from the present value of estimated future net cash flows used for the full cost ceiling test calculation.
In March 2004, the FASB issued consensus on EITF 03-6, "Participating Securities and the Two-Class Method Under FASB Statement No. 128, Earnings Per Share," related to calculating earnings per share with respect to using the two-class method for participating securities. This pronouncement is effective for all periods after March 31, 2004, and requires prior periods to be restated. As, the Company has incurred net losses in the current and prior periods, the adoption of EITF 03-6 had no impact on the Company's financial condition, or its results of operations.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
UNCERTAINTY OF FORWARD-LOOKING INFORMATION
This quarterly report on Form 10-QSB includes statements that are not purely historical and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve risks and uncertainties that could cause actual results to differ from projected results. Such statements address activities, events or developments that the Company expects, believes, projects, intends or anticipates will or may occur, including such matters as its ability to raise capital suffici8ent enough to repay outstanding indebtedness, to fund its share of maintaining and marketing the Project and to participate in future Paradox Basin activities, the Company's use of proceeds from any financing or sale of its interest, the Company's beliefs regarding results of the Seismic survey and the next phase of devel opment, volatility of common Stock prices, anticipated lack of revenues, anticipated losses, plans to market the Project to third parties and the effect of the application of certain accounting rules. Factors that could cause actual results to differ materially ("Cautionary Disclosures") include, among others: general economic conditions, the market price of oil and natural gas, concentration of the Company's properties in a small area in the Paradox Basin, the timing and results of the seismic shoot to be conducted under the farmout agreement, the strength and financial resources of the Company's competitors, climatic conditions, environmental risks, the results of financing efforts and regulatory developments and the factors identified in the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004, under the caption "Business-Risk Factors.". Many of such factors are beyond the Company's ability to control or predict. All forward-looking statements included in this Form 10-QSB are based on information available to the Company on the date hereof. Although the Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct or that the Company will take any actions that may presently be planned. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Disclosures.
PLAN OF OPERATIONS
At November 14, 2005, the Company had no cash, no operations and no revenues. These factors raise substantial doubts about the Company's ability to continue as a going concern without raising significant additional capital.
At November 14, 2005, the following major events have taken place since June 2004:
In accordance with the terms of the Farmout Agreement, the Farmees have provided interpreted seismic data to the Company, and the Company has, in turn, made assignments of the respective leasehold ownership interests to the Farmees. Based on the results of the Seismic Survey, the Company believes that exploratory test wells are warranted on at least three prospects. As the Seismic Survey covered less than one-third of CWYR's acreage position, the Company also believes additional acreage should be surveyed.
The Company and the Farmees may elect to sell the Paradox Basin Project for cash and to retain an overriding royalty interest in the Project. This option would require the Company to raise capital sufficient to fund its share of the costs of maintaining and marketing the Project, to pay its existing creditors and to run day-to-day operations until the Project is sold. Alternatively, the Company and the Farmees could enter into a farmout agreement with an industry partner whereby the industry partner pays all the cost of one or more exploratory wells and possibly a second seismic shoot. The Company would need to raise additional capital sufficient to fund its share of the drilling of future exploratory and development wells. Finally, the Company and the Farmees could decide to participate in the drilling of the initial exploratory well and all future drilling and seismic shoots. This third option woul d require extensive capital.
The Company plans to raise funds to meet its obligation to fund its 42.5 percent share of the costs of maintaining the Paradox Basin Project leasehold (estimated at $33,000 per year) and the costs of marketing the Project, to repay the $177,246 loan (which includes $122,000 principal plus $55,246 interest) borrowed under the Credit Agreement and
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due and payable in full on September 28, 2001, and to pay existing accounts payable. If the Company is not successful in raising additional capital to fund its short term needs, the Company may have to liquidate and stockholders may suffer a complete loss of their investment.
If the Company and the Farmees elect to sell the property, the Company intends to use its share of the proceeds to pay outstanding obligations, including the $177,246 loan (which includes $122,000 principal plus $55,246 interest) under the Credit Agreement and existing accounts payable. Remaining proceeds, if any, may be used to purchase new oil and gas leases. If the joint venture elects to enter into a farmout agreement with an industry partner or to drill an exploratory well or wells, the Company would need significant additional financing. If an industry partner is brought in to drill or if the Company is not successful in raising additional capital, its interests in the Project would be further reduced. The failure to raise additional capital could also lead to forfeiture of the Company's interest in the Project.
On December 9, 2002 results of the first test well on the Remington Prospect, which well covers approximately 160 acres of the 26 square mile (16,640 acres) portion of the Company's Paradox Basin leasehold position encompassed by the 3D seismic survey acquired by the Company during fiscal 2001 (the "3D Seismic Area"), were unsuccessful. The Company plans to review the 3D seismic data and the sub surface data obtained by drilling the test well to determine whether future shallow zone exploration in the Remington Prospect and in the 3D Seismic Area is warranted. In addition, the Company intends to study ways of developing the deeper horizon potential identified by the 3D seismic survey.
On December 17, 2003, pursuant to the terms of a farmout agreement, Colorado Wyoming Reserve Company (the “Company”) elected to participate in the extension of an assignment of a lease regarding land located in San Juan County, Utah. The Company has a 42.5% working interest in the lease, and the lessor is the Department of the Interior.
On January 5, 2004, pursuant to the terms of a farmout agreement, the Company elected to participate in the acquisition of an oil and gas lease with respect to two wells located in San Juan County, Utah. The lessor is the Bureau of Land Management, and the Company and the other participants intend to recomplete the two wells upon resolution of certain contractual obligations and other issues.
On March 3, 2005, the Company confirmed its proprietary 3D Seismic Science with two exploratory successes at its Paradox Basin Exploration Project in Southeast Utah. The science, four years under development, has been confirmed by the completion of the Federal 1-31 and the Evelyn Chambers wells on the West Lisbon structure, 3 ½ miles southwest of the 155 million barrel oil equivalent Lisbon Field in the same Mississippian formation. Both wells tested in the range of 2 MMCFD in the formation analogous to the productive formation at Lisbon. The wells are awaiting pipeline contract and hook-up.
The Company owns 10.6% APO of this 700-acre structure and 10.6% of the surrounding 8,960 acres. Further additional seismic work in light of this successful discovery is anticipated on the structure.
The Company owns 42 ½ % of two other, 3D delineated, structures in the Paradox Basin Project. Additionally, the Company will have 42 ½ % of two other, tentatively identified, structures in the area.
On July 21, 2005 the Company announced that it had received BLM approval to drill a third well on its previously 3D seismic identified Southwest Lisbon structure in the Paradox Basin Exploration Project in Southeast Utah.
The initial two successful wells are currently being production tested.
The Company also stated that there is the possibility that up to a total of 12 to 16 wells from multiplezones on the Southwest Lisbon structure can be drilled.
The Company anticipates an extensive 3D seismic shooting program and drilling on its currently identified structures.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
On November 14, 2002, the Company closed a private placement of convertible notes to accredited investors for $280,000. The Convertible Notes are convertible into Common Stock at a conversion rate equal to the principal amount of each Convertible Note (plus accrued and unpaid interest) divided by the conversion price of $.30 per share of Common Stock. Repayment of the Convertible Notes is due on November 14, 2007, or on a sale of substantially all the assets of the Company, bankruptcy or liquidation of the Company occurring prior to November 14, 2007. The Convertible Notes are redeemable at the option of the Company for the principal amount of such Convertible Notes, plus accrued and unpaid interest any time after November 14, 2004. The use of proceeds from the private placement was as follows:
- $75,000 to repay indebtedness owed to Kim Fuerst, President and Chief Executive Officer and a stockholder of the Company, for expenses that Mr. Fuerst paid on behalf of the Company (including lease payments, rent payments, telephone bills, etc.), for four months of the 33 months of unpaid but accrued salary that the Company owes Mr. Fuerst and for a loan that Mr. Fuerst made to the Company so that the Company could make lease rental payments;
- an aggregate of approximately $68,000 to repay amounts due Trinity Petroleum Management, Butler Resources and ST Oil Company, each of which is an affiliate of J. Samuel Butler, a director and stockholder of the Company, for accounting services, reimbursement for payment of escrow fees for the private placement and reimbursement for payment of delay rentals and lease acquisitions;
- approximately $24,000 to the farmees under the Farmout Agreement, dated September 28, 2000, between the Company as farmor and the Shoreline Companies LLC, Moore Energy LLC and ST Oil Company as farmees (certain directors and stockholders of the Company are directors, officers and controlling stockholders of ST Oil Company, the Shoreline Companies LLC and Moore Energy LLC) for reimbursement for payment of delay rentals and lease acquisitions; and
- approximately $60,000 to repay existing indebtedness to the Company's accountants, auditors, legal counsel and other trade accounts.
The remaining $38,000 of the proceeds from the private placement will be used for general corporate purposes.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Effective September 22, 2004, J. Samuel Butler, F. Robert Tiddens, and John Green resigned from the board of directors of the Company. None of Messrs. Butler's, Tiddens', or Green's resignations were a result of any disagreement with the Company or any matter relating to the Company's operations, policies, or procedures.
Item 6. Exhibits
(a) Exhibits
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer Pursuant to U.S.C. 18, Section 1350.
32.1
Certification Chief Financial Officer Pursuant to U.S.C. 18, Section 1350.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
COLORADO WYOMING RESERVE COMPANY
Dated: November 14, 2005
By: /s/ KIM M. FUERST
Kim M. Fuerst
President, Chief Executive Officer and Treasurer
(Principal Executive Officer)
By: /s/ Rafiq A. Sayed
Rafiq A. Sayed
Chief Financial Officer
(Principal Financial Officer)
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