November 14, 2018
James Doris
Principal Executive Officer
Viking Energy Group, Inc.
15915 Katy Freeway, Suite 450
Houston, TX 77094
Re: Viking Energy Group, Inc.
10-K filed April 17, 2018
10-K/A filed April 25, 2018
File No. 000-29219
Dear Mr. Doris:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K/A for the Year Ended December 31, 2017
Properties, page 14
1. Your filing does not appear to include all of the disclosures required by
Subpart 229.1200
of Regulation S-K, which is applicable to companies that are engaged in
oil and gas
producing activities, pursuant to Item 2 of Form 10-K and Instruction 4
to Item 102 of
Regulation S-K.
Refer to the disclosure requirements identified below and revise your
filing accordingly:
Item 1202 of Regulation S-K regarding the disclosure of reserves,
Item 1203 of Regulation S-K regarding the disclosure of proved
undeveloped reserves,
Item 1204 of Regulation S-K regarding the disclosure of oil and gas
production,
production prices and production costs,
James Doris
FirstName LastNameJames Doris
Viking Energy Group, Inc.
Comapany 14, 2018
November NameViking Energy Group, Inc.
Page 2
November 14, 2018 Page 2
FirstName LastName
Item 1205 of Regulation S-K regarding the disclosure of drilling
and other exploratory
and development activities,
Item 1206 of Regulation S-K regarding the disclosure of present
activities,
Item 1207 of Regulation S-K regarding the disclosure of delivery
commitment, and
Item 1208 of Regulation S-K regarding the disclosure of oil and
gas properties, wells,
operations and acreage.
Financial Statements
Note 3 - Business Acquisition, page F-16
2. We note that you report capitalized costs of oil and gas properties of
$39.2 million as of
December 31, 2017, including $30.3 million ascribed to interests
acquired along with
Petrodome Energy LLC, which you determined based on an independent
valuation.
Please submit the valuation report for review, supplemented as
necessary to include
descriptions of all key assumptions, explanations for any assumptions
representing a
change from the historical performance or status of the properties,
and support for the
associated change in proved reserves and the standardized measure of
discounted future
net cash flows depicted on pages F-28 and F-29.
Also submit a reconciliation between the valuation amount and the
adjustments reported
for "Proved developed producing oil and gas properties" and
"Undeveloped and non-
producing oil and gas properties" on page F-17.
3. Given your disclosures on pages 5, 18, and F-6, and the audit report
indicating there is
substantial doubt about your ability to continue as a going concern,
tell us how you have
complied with Rule 4-10(a)(26) and (31) of Regulation S-X,
particularly as these relate to
having adopted a development plan that indicates the proved
undeveloped reserves will be
developed within five years of initial disclosure, and having a
reasonable expectation of
obtaining all permits and financing required to implement the project.
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Reserves, page
F-28
4. The future net cash flows relating to the proved oil and gas reserves
disclosed for your
properties in Canada appear to be negative as of December 31, 2016.
Tell us how you
considered the definitions of economically producible, proved
reserves, and reserves in
Rules 4-10(a)(10), (a)(22) and (a)(26) of Regulation S-X in reporting
the
associated volumes as of that date as proved reserves.
Supplemental Information on Oil and Gas Producing Activities-(Unaudiated)
Estimated Quantities of Proved Reserves, page F-28
5. Expand your disclosure of proved reserves, proved developed reserves
and proved
James Doris
Viking Energy Group, Inc.
November 14, 2018
Page 3
undeveloped reserves by geographic area to separately present the net
quantities for each
product type, e.g. natural gas, crude oil/condensate, and if
significant, natural gas liquids,
as of the beginning and end of each fiscal year covered by the report,
to comply with
FASB ASC 932-235-50-4.
6. Expand your disclosure to include reconciliations of the beginning and
ending net
quantities of your proved reserves for each fiscal year covered by
your report to show the
extent to which changes are attributable to each category or type of
change outlined in
FASB ASC 932-235-50-5. You may refer to Example 1 of FASB ASC
932-235-55-2 for
an illustration of this disclosure requirement.
7. Expand your disclosure to include explanations for any significant
changes depicted in the
reconciliations of proved reserves to comply with FASB ASC
932-235-50-5. To the
extent that such changes resulted from two or more unrelated factors,
separately identify
and quantify the change attributable to each individual factor so that
the change in total
net proved reserves is fully explained.
For example, the explanation relating to revisions in previous
estimates of proved reserves
should indicate the extent to which significant changes are associated
with changes in
commodity prices and separately due to well performance.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
For questions regarding comments on engineering matters, you may contact
John
Hodgin, Petroleum Engineer, at (202) 551-3699. You may contact Mark
Wojciechowski, Staff
Accountant, at (202) 551-3759 or Lily Dang, Staff Accountant, at (202) 551-3867
if you have
questions regarding comments on the financial statements and related matters.
FirstName LastNameJames Doris Sincerely,
Comapany NameViking Energy Group, Inc.
Division of
Corporation Finance
November 14, 2018 Page 3 Office of
Natural Resources
FirstName LastName