United States securities and exchange commission logo
February 17, 2022
James Doris
Chief Executive Officer
Viking Energy Group, Inc.
15915 Kary Freeway, Suite 450
Houston, TX 77094
Re: Viking Energy
Group, Inc.
Form 10-K for the
Fiscal Year ended December 31, 2020
File No. 000-29219
Filed March 25,
2021
Dear Mr. Doris:
We have reviewed your December 22, 2021 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
December 17, 2021 letter.
Form 10-K for the Fiscal Year ended December 31, 2020
General, page 1
1. We are requesting
additional information in this letter that will be necessary to evaluate
and understand the
views that you have expressed in prior correspondence, including your
November 24, 2021,
December 13, 2021, and December 22, 2021 response letters.
Therefore, issues that
have been raised in the course of our review remain unresolved. We
expect to have
additional comments after receiving your response.
James Doris
FirstName LastNameJames
Viking Energy Group, Inc. Doris
Comapany17,
February NameViking
2022 Energy Group, Inc.
February
Page 2 17, 2022 Page 2
FirstName LastName
2. We note that you filed a Form 8-K on January 21, 2022 which describes
a certificate of
correction that you filed with the State of Nevada on January 20,
2022.
Your disclosures in the Form 8-K state, in part, that:
"The Certificate of Correction corrected errors in the
Designation to ensure that (i)
the holders of the Series C Preferred Stock have no voting rights
until the later of July
1, 2022, or the date on which Camber is no longer entitled to own
at least 51% of the
outstanding shares of Viking s common stock; and (ii) each
share of Series C
Preferred Stock is only convertible into one share of common
stock, except that upon
any business combination of Viking and Camber whereby Camber
acquires
substantially all of the outstanding assets or common stock of
Viking...," and
"The corrections in the Certificate of Correction are effective
as of the original filing
date with the State of Nevada of the Designation (December 24,
2020), subject to
certain exceptions set forth in the Nevada Revised Statutes. The
corrections corrected
the designations to reflect the original intentions of the
parties and to conform such
designations to the way the Series C Preferred Stock had been
accounted for in
practice since the Designation."
Tell us how your characterization of the revisions described in the
Form 8-K as
corrections is consistent with your responses to prior comments, which
appear to describe
both intent and rationale for the changes that were made to the Series
C preferred stock
Certificate of Designation during 2020, and the accounting impact of
these changes. In
this regard, we note the following from your prior responses:
In your November 24, 2021 response to comment 2, you stated
"...while Viking
remained listed on the OTCQB, the Company deemed it important for
Mr. Doris to
have a significant number of votes to avoid obstacles or delays
vis- -vis the Company
executing on its business strategy," and that "As a result of the
termination of the
2020 Planned Merger, it was necessary to return additional voting
rights to the Series
C Shares. It was also decided to increase the conversion
entitlement associated with
the Series C Shares at that time in case for any reason there
could not be a full
combination of Camber and Viking in the future (e.g., if
shareholders decided to vote
against a full combination)."
In your December 13, 2021 response to comment 3, you explained
that based on the
work of an outside valuation consultant, whom you had engaged to
measure the
change in fair value and to determine the appropriate accounting
treatment, "...the
Company believes we should account for the changes to the voting
and conversion
provisions as an extinguishment and redemption consistent with
the guidance in
FASB ASC 260-10-S99-2" and in reliance on the work of an
additional independent
appraisal firm "The Company proposes to amend the Quarterly
Reports on Form 10-
Q for the Quarters Ended September 30, 2020 and 2021 to recognize
the deemed
James Doris
Viking Energy Group, Inc.
February 17, 2022
Page 3
dividend of approximately $14.5 million for the quarter ended
September 30, 2020,
and to amend the Annual Report on Form 10-K to recognize the
deemed dividend of
approximately $20.0 million for the year ended December 31,
2020."
In your December 22, 2021 response to comment 3, you stated
"the Company made
these incremental modifications to voting rights to maintain a
controlling capital
stock vote by virtue of the Series C Preferred Stock as it was
deemed beneficial to
maintaining focus on the financing and business objectives of the
Company and
minimize expenses associated with effecting corporate
actions...[as] such actions,
without a controlling vote being held by the Company s officers
and directors,
would otherwise require calling formal shareholder meetings,
filing proxy statements,
mailing proxy statements to the Company s numerous beneficial
common
stockholders, etc." and that "The amended conversion entitlement
of 37,500:1...was
included as consideration for the anticipated conveyance of
control to Camber upon
completion of the February 2021 new merger agreement."
Additionally, describe for us, in reasonable detail, any aspects of
your November 24,
2021, December 13, 2021, and December 22, 2021 response letters that
you now believe
are inaccurate or unreliable, and explain how you wish to augment or
clarify your position
with respect to any of those prior responses.
3. As the certificate of correction that you filed as an exhibit is dated
January 19, 2022, tell
us whether there is a more recent certificate of correction, or if
your reference to a January
20, 2022 certificate of correction is in error. Also describe for us,
in reasonable detail, the
nature of each specific error that the certificate of correction is
intended to correct, as well
as your basis for concluding that the prior revisions were incorrect.
As part of your
response, describe the review, approval and documentation procedures
applied to both the
earlier revisions and the subsequent corrections. Additionally,
describe any
documentation that was prepared contemporaneously with the earlier
revisions that you
believe supports your current characterization of those revisions as
having been incorrect.
4. Your December 13, 2021 response to comment 3 appears to indicate that
you have
concluded that the financial statements included in certain
previously-filed periodic
reports require amendment to correct accounting errors. In view of
this, explain to us how
you have considered your reporting obligations under Item 4.02 of Form
8-K.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameJames Doris Sincerely,
Comapany NameViking Energy Group, Inc.
Division of
Corporation Finance
February 17, 2022 Page 3
FirstName LastName Office of
Energy & Transportation