EXHIBIT 99.1
AUDITED FINANCIAL STATEMENTS OF
NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
FOR THE PERIOD OCTOBER 16, 2003 (INCEPTION)
TO DECEMBER 31, 2003
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
NSNV, Inc.
Houston, Texas
We have audited the accompanying balance sheet of NSNV, Inc. (a development
stage entity), and the related statements of operations, shareholders' equity,
and cash flows for the period October 16, 2003 (date of inception) through
December 31, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NSNV, Inc. as of December 31,
2003, and the results of operations, changes in shareholders' equity and its
cash flows for the period October 16, 2003 (date of inception) through
December 31, 2003 in conformity with accounting principles generally accepted
in the United States of America.
L J SOLDINGER ASSOCIATES LLC
Deer Park, Illinois
March 26, 2004
NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
STATEMENT OF OPERATIONS
October 16, 2003
(Inception) to December
31, 2003
-----------------------
Revenues $ -
Costs of Operations:
Amortization of Intangible Assets 5,181
General and Administrative Expenses 130,450
---------
Total Expenses 135,631
---------
Net Loss to Common Shareholders (135,631)
=========
Loss per Share - Basic and Diluted $ (1.36)
=========
Weighted Average Shares Outstanding - Basic and
Diluted 100,000
=========
The accompanying notes are an integral part of these financial statements.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
BALANCE SHEET
December 31, 2003
-----------------
ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,000
Deferred Current Assets 1,000,000
-----------
Total Current Assets 1,001,000
Intangible Assets, Net of Amortization 1,238,335
Other Assets 3,500,000
-----------
Total Assets $ 5,739,335
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 146,745
Accounts Payable - Related Parties 2,000,000
-----------
Total Current Liabilities 2,146,745
Long-term Liabilities - Related Party 3,500,000
-----------
Total Liabilities 5,646,745
Shareholders' Equity:
Common Stock, $0.01 par value; 100,000 shares
authorized and outstanding 1,000
Paid In Capital 1,227,221
Less: Subscription Receivable (1,000,000)
Deficit Accumulated During the Development Stage (135,631)
-----------
Total Shareholders' Equity 92,590
-----------
Total Liabilities and Shareholders' Equity $ 5,739,335
===========
The accompanying notes are an integral part of these financial statements.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
STATEMENT OF CASH FLOWS
October 16, 2003
(Inception) to December
31, 2003
-----------------------
OPERATING ACTIVITIES:
Net loss $ (135,631)
Amortization of Intangible Assets 5,181
Adjustments to reconcile net loss to net cash used in operating
activities:
Change in Deferred Current Assets (1,000,000)
Change in Accounts Payable 130,450
Change in Accounts Payable - Related Party 1,000,000
---------------
Net Cash Provided By Operating Activities -
FINANCING ACTIVITIES:
Contributions by Shareholders' 1,000
---------------
Net Cash Provided By Financing Activities 1,000
---------------
Net Increase in Cash and Cash Equivalents 1,000
Cash and Cash Equivalents at the Beginning of the Period -
---------------
Cash and Cash Equivalents at the End of the Period $ 1,000
===============
The accompanying notes are an integral part of these financial statements.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
STATEMENT OF SHAREHOLDERS' EQUITY
Deficit
Accumulated
Common Stock During the Total
----------------- Paid In Subscription Development Shareholders'
Shares Amount Capital Receivable Stage Equity
------- ---------------------------------------------------- -------------
Initial Contribution
by Shareholders 81,500 $ 815 $ 1,000,185 $ (1,000,000) $ - $ 1,000
Purchase of
Intangible Asset 18,500 185 227,036 $ - - 227,221
Net Loss - - - - (135,631) (135,631)
------- -------- ------------ ------------ ------------ ------------
Balance, December
31, 2003 100,000 $ 1,000 $ 1,227,221 $ (1,000,000) $ (135,631) $ 92,590
======= ======== ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS
NSNV, Inc., a Texas corporation (the "Company" or "NSNV") was formed on October
16, 2003 as a wholly owned subsidiary of North Sea New Ventures, L.L.C. We are
presently engaged in the business of acquiring, exploring, and developing
natural gas and oil properties with a initial focus on the North Sea.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America ("GAAP").
DEVELOPMENT STAGE ENTERPRISE
The Company is a Development Stage Enterprise, as defined in Statement of
Financial Accounting Standards ("SFAS") No. 7, Accounting and Reporting for
Development Stage Enterprises. Under SFAS No. 7, certain additional financial
information is required to be included in the financial statements for the
period from inception of the Company to the current balance sheet date.
USE OF ESTIMATES
The preparation of financial statements in conformity with 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash deposits at financial institutions or
unsecured loans. At various times during the year, the Company may exceed the
federally insured limits. To mitigate this risk, the Company places its cash
deposits only with high credit quality institutions. Management believes the
risk of loss is minimal.
INTANGIBLES ASSETS
The Company accounts for intangible assets in accordance with SFAS No. 142,
"Goodwill and Other Intangible Assets." Intangible assets with a finite useful
life are amortized over the useful life. Additionally, intangible assets that
are being amortized are reviewed for impairment in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-lived Assets, whenever the
events or circumstances (as specified in SFAS No. 144) indicate that the
carrying amount may not be recoverable.
INCOME TAXES
The Company uses the liability method of accounting for income taxes under which
deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities, and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized as part of the provision for income taxes in
the period that includes the enactment date.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
LOSS PER SHARE
Loss per common share is calculated in accordance with SFAS No. 128, Earnings
Per Share. Basic loss per common share is computed by dividing net loss
attributable to common stockholders by the weighted average number of common
shares outstanding. Diluted loss per share is computed similarly to basic loss
per share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if potentially
dilutive common shares had been issued and if the additional common shares were
dilutive. The Company currently has no potentially dilutive common shares
outstanding.
SEGMENT INFORMATION
The Company has determined it has one reportable operating segment as defined by
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information.
NOTE 3 - LIQUIDITY AND CAPITAL RESOURCES
The Company is in the development stage and has significant obligations to pay
in future years and its liabilities exceed its assets. The Company will be
required to raise funds through additional offerings of its securities or
issuance of debt in order to have the funds necessary to complete these
acquisitions and continue its operations. See Note 9 - Subsequent Events for
discussion of the merger and acquisitions that occurred in 2004.
NOTE 4 - INTANGIBLE ASSETS
On December 16, 2003, NSNV and PGS Exploration (UK) Limited ("PGS"), a United
Kingdom corporation that is a provider of geophysical services, entered into an
agreement where, in exchange for certain consideration including, among other
things, a cash payment of $ 1,000,000 paid in January 2004 and 18.5% of the
outstanding stock of NSNV, PGS granted NSNV the right to use 79,200 square
kilometers of 3-D seismic and related data in the North Sea region.
Under the agreement, PGS may not license all or part of the data on a non-cash
basis for a period of two to three years, depending on the area the data covers.
In connection with
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
this, the Company recorded an intangible asset of approximately $1.2 million.
The intangible asset is being amortized over its estimated useful life of
10 years on a straight-line basis, with no residual value. While we have a
license to the seismic data in perpetuity, the seismic data will become part of
the public domain in the United Kingdom in 10 years.
The unamortized balance of the intangible asset as of December 31, 2003 is as
follows:
License fee $ 1,243,516
Less accumulated amortization (5,181)
-----------
$ 1,238,335
===========
The Company recorded amortization expense of $5,181 for 2003. Estimated
amortization expense for each of the five years through December 31, 2008 is
$124,352.
See Note 8 related to NSNV's purchase commitment of services from PGS.
NOTE 5 - INCOME TAXES
Deferred income taxes result from the net tax effects of temporary timing
differences between the carrying amounts of assets and liabilities reflected on
the financial statements and the amounts recognized for income tax purposes. The
tax effects of temporary differences and net operating loss carryforwards that
give rise to significant portions of deferred tax assets and liabilities are as
follows at December 31:
2003
---------
Deferred tax asset:
Tax benefit arising from net operating loss carryforward $ 46,000
Less valuation allowance (46,000)
---------
Net deferred tax asset $ -
=========
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
Income tax benefit consists of the following:
December 31, 2003
-----------------
Deferred:
Federal $ 46,000
State -
-----------
Federal and state benefit of net operating loss carryforward 46,000
Less valuation allowance (46,000)
-----------
Net deferred tax asset $ -
===========
As of December 31, 2003, the Company had losses which resulted in net operating
loss carryforwards for tax purposes amounting to approximately $46,000 that may
be offset against future taxable income. These NOL carryforwards expire in 2024.
However, these carryforwards may be significantly limited due to changes in the
ownership of the Company as a result of future equity offerings.
Recognition of the benefits of the deferred tax assets and liabilities will
require that the Company generate future taxable income. There can be no
assurance that the Company will generate any earnings or any specific level of
earning in future years. Therefore, the Company has established a valuation
allowance for deferred tax assets (net of liabilities) of approximately $46,000
as of December 31, 2003.
The following table presents the principal reasons for the difference between
the Company's effective tax rates and of United States federal statutory income
tax rate of 34%.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
Period From Inception
December 31, 2003
---------------------
Federal income tax benefit at statutory rate $ 46,000
State income tax benefit (net of effect of federal benefit) -
Less valuation allowance (46,000)
----------
Income Tax Benefit $ -
==========
Effective Income Tax Rate 0%
==========
NOTE 6 - SHAREHOLDERS' EQUITY
The Company has 100,000 shares of its common stock outstanding with a par value
of $0.01 per share. The common stockholders are entitled to one vote per share
and have the right to elect all directors.
On December 16, 2003, the Company issued 81,500 shares of its common stock to
North Sea New Ventures, L.L.C., a Texas Limited Partnership owned by William L.
Transier and John N. Seitz. The Company received $1,000 cash and promissory
notes aggregating $1,000,000. The promissory notes were paid in full, with
accrued interest, in January 2004.
As discussed previously, in December 2003, the Company also issued 18,500 shares
of its common stock to PGS in connection with the acquisition of the certain
seismic data.
NOTE 7 - SUPPLEMENTARY CASH FLOW DISCLOSURES
During 2003, the Company had no cash payments for interest or income taxes.
The Company acquired an intangible asset through issuing 18,500 shares of common
stock valued at $227,221 and recording a payable due to PGS of $1,000,000 plus a
payable for legal fees of $16,295.
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - COMMITMENTS AND CONTINGENCIES
GENERAL
The oil and gas industry is subject to regulation by federal, state and local
authorities. In particular, gas and oil production operations and economics are
affected by environmental protection statutes, tax statutes and other laws and
regulations relating to the petroleum industry. The Company believes it is in
compliance with all federal, state and local laws, regulations applicable to the
Company and its properties and operations, the violation of which would have a
material adverse effect on the Company or its financial condition.
COMMITMENTS
Related Party
As a part of the Agreement entered into with PGS on December 16, 2003, the
Company has an obligation to purchase products and services from PGS or its
affiliates for a period of three years commencing on December 16, 2003 as
follows:
Year 1 $ 1,000,000
Year 2 1,500,000
Year 3 2,000,000
------------
$ 4,500,000
============
PGS has agreed to provide NSNV with product discounts and certain consulting
services during the term of the agreement.
Unrelated Party
The Company has contracted with an unrelated party to provide engineering and
other services related to acquisition of oil and gas assets, development and
production business in the North Sea for a maximum consideration of $400,000
cash and shares and options, to be valued at $400,000 per year, to purchase
shares in NSNV's successor company. The contract may be terminated with six
months notice by the Company or three months notice by the other party. In
addition, both parties may elect to participate in the
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NSNV, INC.
(A DEVELOPMENT STAGE ENTITY)
NOTES TO FINANCIAL STATEMENTS
acquisition of any exploration or development projects initiated by the other
party, up to 15% of the asset to be acquired.
NOTE 9 - SUBSEQUENT EVENTS
On January 5, 2004, the Company issued two 4.0% promissory notes for $50,000
each to two members of North Sea New Ventures, L.L.C. The notes were repaid on
February 26, 2004 with the accrued interest.
On January 27, 2004, the Company issued two 4.0% promissory notes for $75,000
each to two members of North Sea New Ventures, L.L.C. The notes were repaid on
February 26, 2004 with the accrued interest.
On February 24, 2044, the Company (the "Surviving Company") merged with North
Sea New Ventures, L.L.C. (the "Merged Company"). The 81,500 shares of the
Company's common stock owned by North Sea New Ventures, L.L.C. were equally
distributed to two members, each member had a 50% interest in North Sea New
Ventures, L.L.C.
On February 27, 2004, the Company was acquired (the "Merger") by Continental
Southern Resources, Inc., a Nevada corporation, ("CSOR") through a merger with
newly created subsidiary of CSOR resulting in NSNV becoming a wholly-owned
subsidiary of the Company. The former shareholders of NSNV received an aggregate
of 12.5 million common shares of CSOR in the merger, representing 18.9% of
CSOR's outstanding common stock immediately after the closing of the merger. The
Merger is intended to provide the expanded company with the following
competitive advantages: (i) a pre-eminent seismic and geological database of the
North Sea region and (ii) a proven and experienced management team comprised of
Messrs. Transier and Seitz, each pursuant to three-year employment agreements,
and certain other former executives of Ocean Energy, Inc. and Anadarko Petroleum
Corporation.
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