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, 1997
[ ] 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 0-7261
CHAPARRAL RESOURCES, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0630863
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3400 Bissonnet Street, Suite 135
Houston, Texas 77005
--------------------------------------
(Address of principal executive offices)
(Zip Code)
(713) 669-0932
--------------------------------------------------
(Registrant's telephone number, including area code)
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 ___
As of August 14, 1997, the Registrant had 41,931,427 shares of its $0.10
par value common stock issued and outstanding.
Part I - Summarized Financial Information
Chaparral Resources, Inc.
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------
June 30, May 31, June 30, May 31,
1997 1996 1997 1996
---- ---- ---- ----
Revenue:
Oil and gas sales $ -- $ 47,000 $ 52,000 $ 81,000
------------ ------------ ------------ ------------
Cost and expenses:
Production costs -- 8,000 18,000 8,000
Loss on sale of domestic oil
and gas properties -- -- 36,000 --
Depreciation and depletion 1,000 23,000 1,000 39,000
General and administrative 558,000 265,000 950,000 349,000
------------ ------------ ------------ ------------
559,000 296,000 1,005,000 396,000
------------ ------------ ------------ ------------
(Loss) from operations (559,000) (249,000) (953,000) (315,000)
Other income (expenses):
Interest income 11,000 -- 84,000 2,000
Interest expense (25,000) -- (130,000) (28,000)
Other, net -- (9,000) (1,000) 1,000
------------ ------------ ------------ ------------
(14,000) (9,000) (47,000) (25,000)
------------ ------------ ------------ ------------
Net (loss) $ (573,000) $ (258,000) $ (1,000,000) $ (340,000)
------------ ------------ ------------ ------------
Earnings (loss) per common share $ (0.014) $ (0.008) $ (0.025) $ (0.013)
============ ============ ============ ============
Average number of outstanding shares 40,693,950 32,729,967 40,693,950 26,711,246
------------ ------------ ------------ ------------
See accompanying notes to financial statements.
2
Chaparral Resources, Inc.
Consolidated Balance Sheets
June 30, November 30,
1997 (unaudited) 1996
---------------- ----
ASSETS
- ------
CURRENT ASSETS
Cash and cash equivalents $ 313,000 $ 800,000
Accounts receivable
Joint interest participants -- 8,000
Oil and gas purchasers -- 53,000
Prepaid expenses 101,000 40,000
Oil and gas properties under
agreement for sale -- 306,000
------------ ------------
414,000 1,207,000
PROPERTY AND EQUIPMENT - AT COST
Oil and Gas Properties - full cost:
Republic of Kazakstan (Karakuduk Field)
not subject to depletion 12,087,000 11,189,000
------------ ------------
12,087,000 11,189,000
Furniture, fixtures and equipment 265,000 441,000
Less accumulated depreciation 10,000 198,000
------------ ------------
255,000 243,000
------------ ------------
12,342,000 11,432,000
OTHER ASSETS
Cash value of insurance and annuities -- 8,000
Due from Karakuduk-Munay, Inc. 3,028,000 2,012,000
Equipment inventory -- 27,000
Other 112,000 74,000
------------ ------------
3,140,000 2,121,000
------------ ------------
$ 15,896,000 $ 14,760,000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable
Trade $ 263,000 $ 278,000
Joint interest participants - revenue -- 42,000
Accrued liabilities 19,000 91,000
Accounts payable CAP-G shares 544,000 744,000
------------ ------------
Total current liabilities 826,000 1,155,000
------------ ------------
LONG TERM OBLIGATIONS:
Notes payable (including
$1,000,000 to related party) 1,103,000 1,106,000
Accrued compensation 210,000 385,000
------------ ------------
1,313,000 1,491,000
STOCKHOLDERS' EQUITY
Common stock - authorized,
100,000,000 shares of $.10 par value;
issued and outstanding, 41,931,427
and 37,526,517 shares at June 30, 1997
and November 30, 1996, respectively 4,193,000 3,753,000
Capital in excess of par value 22,815,000 20,482,000
Preferred stock - authorized
1,000,000 shares as of June 30, 1997
and November 30, 1996 (no shares
issued or outstanding) -- --
Retained earnings (deficit) (13,251,000) (12,121,000)
------------ ------------
Total shareholders' equity 13,757,000 12,114,000
------------ ------------
Total liabilities and
stockholders' equity $ 15,896,000 $ 14,760,000
------------ ------------
See accompanying notes to financial statements.
3
Chaparral Resources, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
------------------------
June 30, May 31,
1997 1996
---- ----
Cash flows from operating activities
Net (loss) $(1,000,000) $ (340,000)
Adjustments to reconcile net (loss) to
net cash used by operating activities:
Depreciation and depletion 1,000 38,000
Amortization of note discount 62,000 --
Loss on the sale of Domestic oil
and gas property 33,000 --
Changes in assets and liabilities:
(Increase) in:
Accounts receivable 10,000 12,000
Prepaid expenses (71,000) --
Other assets (11,000) --
Increase (decrease) in:
Accounts payable (13,000) (67,000)
Accrued liabilities (228,000) (40,000)
----------- -----------
Net cash (used in) operating activities (1,217,000) (397,000)
Cash flows from investing activities:
Additions to property and equipment (14,000) (48,000)
Investment in foreign oil and gas properties -- (1,631,000)
Additions to Republic of Kazakstan
(Karakuduk Field) not subject to
depletion (882,000) (2,889,000)
Advances to Karakuduk-Munay, Inc. (1,016,000) --
Proceeds from sale of interest in
oil & gas properties 273,000 19,000
----------- -----------
Net cash provided from (used in)
investing activities (1,639,000) (4,549,000)
Cash flows from financing activities:
Payment of Note (500,000) (750,000
Proceeds from notes payable -- --
Proceeds from sale of stock 2,730,000 7,552,000
----------- -----------
Net cash provided by financing activities 2,230,000 6,802,000
----------- -----------
Net (decrease) in cash and
cash equivalents (626,000) 1,856,000
Cash and cash equivalents at beginning of period 939,000 501,000
----------- -----------
Cash and cash equivalents at end of 2nd quarter $ 313,000 $ 2,357,000
----------- -----------
See accompanying notes to financial statements.
4
Chaparral Resourves, Inc.
Consolidated Statements of Operations
(Unaudited)
For the
Month Ended
-------------
December 31,
1996
----
Revenue:
Oil and gas sales $ 4,000
------------
Cost and expenses:
Production costs
Loss on sale of domestic oil and gas properties --
Depreciation and depletion --
General and administrative 122,000
------------
122,000
------------
(Loss) from operations (118,000)
Other income (expenses):
Interest income 4,000
Interest expense (17,000)
Other, net 1,000
------------
(12,000)
------------
Net (loss) $ (130,000)
------------
Earnings (loss) per common share $ (0.003)
============
Average number of outstanding shares 37,526,517
------------
See accompanying notes to financial statements.
5
Chaparral Resources, Inc.
Consolidated Balance Sheets
December 31, November 30,
1996 (unaudited) 1996
---------------- ----
ASSETS
- ------
CURRENT ASSETS
Cash and cash equivalents $ 939,000 $ 800,000
Accounts receivable
Joint interest participants -- 8,000
Oil and gas purchasers 10,000 53,000
Prepaid expenses 40,000 40,000
Oil and gas properties under
agreement for sale 306,000 306,000
------------ ------------
Total current assets 1,295,000 1,207,000
PROPERTY AND EQUIPMENT - AT COST
Oil and Gas Properties - full cost:
Republic of Kazakstan (Karakuduk Field)
not subject to depletion 11,205,000 11,189,000
------------ ------------
11,205,000 11,189,000
Furniture, fixtures and equipment 441,000 441,000
Less accumulated depreciation 198,000 198,000
------------ ------------
243,000 243,000
------------ ------------
11,448,000 11,432,000
OTHER ASSETS
Cash value of insurance and annuities 8,000 8,000
Due from Karakuduk-Munay, Inc. 2,012,000 2,012,000
Equipment inventory 27,000 27,000
Other 74,000 74,000
------------ ------------
2,121,000 2,121,000
------------ ------------
$ 14,864,000 $ 14,760,000
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable
Trade $ 276,000 $ 278,000
Joint interest participants - revenue -- 42,000
Accrued liabilities 72,000 91,000
Accounts payable CAP-G shares 544,000 744,000
------------ ------------
Total current liabilities 892,000 1,155,000
------------ ------------
LONG TERM OBLIGATIONS:
Notes payable (including
$1,000,000 to related party) 1,603,000 1,106,000
Accrued compensation 385,000 385,000
------------ ------------
1,988,000 1,491,000
STOCKHOLDERS' EQUITY
Common stock - authorized, 100,000,000
shares of $.10 par value; issued and
outstanding, 41,931,427 and 37,526,517
shares at June 30, 1997 and November
30, 1996, respectively 3,753,000 3,753,000
Capital in excess of par value 20,482,000 20,482,000
Preferred stock - authorized
1,000,000 shares as of June 30, 1997
and November 30, 1996 (no shares
issued or outstanding) -- --
Retained earnings (deficit) (12,251,000) (12,121,000)
------------ ------------
Total shareholders' equity 11,984,000 12,114,000
------------ ------------
Total liabilities and
stockholders' equity $ 14,864,000 $ 14,760,000
------------ ------------
See accompanying notes to financial statements.
6
Chaparral Resources, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
For the Month Ended
-------------------
December 31,
1996
----
Cash flows from operating activities
Net (loss) $(130,000)
Adjustments to reconcile net (los)
to net cash used by operating activities:
Depreciation and depletion --
Amortization of note discount (3,000)
Loss on the sale of Domestic oil
and gas property --
Changes in assets and liabilities:
(Increase) in:
Accounts receivable 51,000
Prepaid expenses --
Other assets --
Increase (decrease) in:
Accounts payable (44,000)
Accrued liabilities (19,000)
---------
Net cash (used in) operating activities (145,000)
Cash flows from investing activities:
Additions to property and equipment --
Investment in foreign oil and gas properties --
Additions to Republic of Kazakstan
(Karakuduk Field) not subject to
depletion (16,000)
Advances to Karakuduk-Munay, Inc. --
Proceeds from sale of interest in
oil & gas properties --
---------
Net cash provided from (used in)
investing activities (16,000)
Cash flows from financing activities:
Payment of Note (200,000)
Proceeds from notes payable 500,000
Proceeds from sale of stock --
---------
Net cash provided by financing activities 300,000
---------
Net (decrease) in cash and
cash equivalents 139,000
Cash and cash equivalents at beginning of period 800,000
---------
Cash and cash equivalents at end of 2nd quarter $ 939,000
- ---------
See accompanying notes to financial statements.
7
Chaparral Resourves, Inc.
Consolidated Statements of Operations
(Unaudited)
For the
Month Ended
--------------
March 31,
1997
----
Revenue:
Oil and gas sales $ 3,000
------------
Cost and expenses:
Production costs --
Loss on sale of domestic oil and gas properties --
Depreciation and depletion --
General and administrative 119,000
------------
119,000
------------
(Loss) from operations (116,000)
Other income (expenses):
Interest income 3,000
Interest expense (12,000)
Other, net --
------------
(9,000)
------------
Net (loss) $ (125,000)
------------
Earnings (loss) per common share $ (0.003)
============
Average number of outstanding shares 39,631,472
------------
See accompanying notes to financial statements
8
CHAPARRAL RESOURCES, INC.
Notes to Consolidated Financial Information
Unaudited
(1) GENERAL
Management has elected to omit substantially all notes to the Company's
financial statements. Reference should be made to the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1996, for notes to the
Company's year-end financial statements.
(2) UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of
the Company without audit. However, such information reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary to reflect properly the results for the interim periods
presented. The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the year.
The November 30, 1996 balance sheet data is derived from the audited
financial statements but does not include all disclosures required by generally
accepted accounting principles.
(3) Going Concern
The Company's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
over 80% of its assets invested in entities that are pursuing the development of
the Karakuduk field, a shut in oil field in the central Asian Republic of
Kazakstan, which will require significant additional funding.
The Company's current cash reserves and cash flow from operations will not
be sufficient to meet the Company's capital requirements through fiscal 1997.
While the Company believes that additional funds will be available from
additional financing, there can be no assurance that such will be the case.
There is also no assurance that additional financing, if available, can be
obtained on terms favorable or affordable to the Company.
The Company's continued existence as a going concern in its present form is
dependent upon the success of future operations, which is, in the near term,
dependent on the successful financing and development of the Karakuduk field, of
which there is no assurance.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(1) Liquidity and Capital Resources
Previously, the Company's primary source of capital was from oil and gas
sales from domestic properties. As of the end of the second quarter of 1997, all
domestic properties have been sold or otherwise disposed. The only oil and gas
interest of the Company at this time is as a result of the Company's investment
in Karakuduk-Munay, Inc. (KKM) through Central Asian Petroleum Guernsey Limited
(CAP-G). KKM is a closed joint stock company in Kazakstan.
Due to the timing of the final payment of $543,750 related to the
acquisition of an interest in CAP-G, current liabilities of $826,000 exceed the
current assets of $414,000 at June 30, 1997, resulting in a current ratio of 0.5
to 1. Without the purchase payment obligation, the current ratio would be 1.5 to
1. An extension of the due date for the final payment on the acquisition of this
interest and the terms of the option for the remaining 10% interest in CAP- G
are currently being negotiated. The Company now owns 90% of CAP-G, providing a
45% beneficial interest in the Karakuduk field. Upon exercising the option, the
Company will have a 50% beneficial interest in the Karakuduk field. The other
50% is owned by a Kazakstan government group and two Kazakstan joint stock
companies.
Since the Karakuduk field is in the early stage of development, the field
does not currently produce revenues sufficient to meet its cash outflow needs.
The development of the Karakuduk field, through KKM, will require substantial
amounts of additional capital. The terms of the KKM revised license require a
work plan from the commencement of operations through August 31, 1997, of at
least $10,000,000. Of this amount, approximately $6,500,000 has been expended to
date and the Company's remaining share through August 31, 1997 is estimated at
$3,500,000. It is anticipated that the Company will either have spent or will
have committed to the required expenditures by this date. Additional
requirements exist for the year ending August 31, 1998.
KKM was re-registered on July 24, 1997 with the government of Kazakstan.
The re- registration was required as a result of new legislation in Kazakstan.
The Company believes that KKM is now in compliance with all Kazakstan laws and
regulations related to the registration requirements relating to legal entities.
The re-registered KKM includes newly established Kazak Oil, the national
petroleum company which holds the majority of the interest of the government of
Kazakstan in KKM.
The Company received an extension to December 31, 1997 from the Overseas
Private Investment Corp. ("OPIC") for political risk insurance. OPIC granted the
Company a binding
10
executed letter of commitment on September 25, 1996. It was to expire on June
30, 1997. The Company has a standby facility for which it has made four previous
payments of $31,250. A fifth payment of $31,250 will be due on September 30,
1997. The Company expects to execute the contract in the fourth quarter of this
year.
The Company has raised capital to finance a portion of its obligations in
connection with the acquisition of its interest in CAP-G and the development of
the Karakuduk field and to satisfy working capital needs in the short term. The
Company plans to meet its additional capital needs through debt or equity
offerings, encumbering properties, entering into arrangements whereby certain
costs of development will be paid by others to earn an interest in the
properties, or sale of a portion of the Company's interest in the Karakuduk
field. The present environment for financing the acquisition of oil and gas
properties or the ongoing obligations of the oil and gas business is uncertain
due, in part, to instability in oil and gas pricing in recent years. The
Company's small size and early stage of development of the Karakuduk field may
also increase the difficulty in raising needed financing. There can be no
assurance that debt or equity financing anticipated to be necessary to continue
to fund the Company's operations and obligations will be available to the
Company on economically acceptable terms if at all. If sufficient funds cannot
be raised to meet the continuing obligations with respect to the Karakuduk field
development, the Company's interest in such property may be lost. Also, if
sufficient funds cannot be raised to provide additional working capital, it is
likely that the Company will not be able to continue operations.
The Company has no other material commitments for cash outlay and capital
expenditures other than for normal operations.
(2) Results of Operations
ln order to unite the reporting period of the Company with that of its
subsidiaries, the fiscal year was changed to a December 31 year end from the
previous November 30 year end. This change took effect in the second quarter of
1997. As a result of this change, quarterly and year to date data is as of June
30th for 1997 and as of May 31st for 1996. An income statement for the month of
March, 1997, is reported separately for continuity purposes, as the Company's
first Quarterly Report on From 10-Q reported the quarter from December 1, 1996
to February 28, 1997 and the second quarter reports April 1, 1997 to June 30,
1997.
Unaudited statements for the transition period of December 1 to December
31, 1997 are reported separately although they have been included as part of the
first Quarterly Report on Form 10-Q for 1997. Audit of the transition period of
December 1996 will be completed and reported on the next Annual Report on Form
10-K.
11
Three Months Ended June 30, 1997 vs Three Months Ended May 1, 1997.
The Company's operations resulted in a net loss of $573,000 for the three
month period ended June 30, 1997 compared to a net loss of $258,000 during the
three months ended May 31, 1996. Increases in general and administrative costs
accounted for most of this change. This was the result of costs related to the
acquisition and operation of the Company's beneficial interest in the Karakuduk
field and financing and farmout operations related to the project. The Company
has elected not to capitalize the general and administrative expense at this
time, however, these amounts may be capitalized upon final financing for the
project. Due to the sale of the domestic properties, there was no revenue in the
second quarter. Interest expense was $25,000, as a result of the Company having
obtained financing for the Karakuduk field.
Six Months Ended June 30, 1997 vs. Six Months Ended May 31, 1996.
The Company realized a loss on the sale of the Company's domestic oil and
gas properties that totaled $36,000 in the first quarter of 1997. There was a
$43,000 gain related to subsidiary billings of related party transactions.
General and administrative expenses increased from $349,000 to $950,000, an
increase of 172%. Due to the sale of the domestic properties, there was no
revenue in the second quarter.
Interest expense was $130,000 as a result of the Company's financing of the
Karakuduk field. Interest income is primarily that portion of interest
undertaken on behalf of the stockholders of CAP-G Karakuduk which is indirectly
owed to the Company.
12
PART II - OTHER INFORMATION
Item 2 - Changes in Securities
(c) On April 22, 1997, the Company sold 3,076,923 shares of the Company's
common stock for $0.65 per share for a total of $2,000,000 to a private
investor. In connection with the transaction, the Company also issued a warrant
to the investor to purchase up to an additional 4,615,385 shares of the
Company's common stock for $3,000,000 or $0.65 per share. The warrant expires on
December 31, 1997, if not previously exercised. The private investor also
converted a $500,000 promissory note (plus $2,000 of accrued interest) that had
previously been issued by the Company to it into 772,308 shares of the Company's
common stock at a conversion price of $0.65 per share. The Company issued the
stock and warrant in reliance upon the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended. The investor represented to the
Company that the investor acquired the stock and warrant for the investor's own
account and not with a view to distribution. The investor had available to the
investor all material information concerning the Company. The certificates
evidencing the stock and warrant bear an appropriate restrictive legend under
the Securities Act of 1933, as amended.
Item 4 - Submission of Matters to A Vote of Security Holders
On July 17, 1997 the Company held its Annual Meeting of Stockholders. The
Company's stockholders elected the following eight persons as directors, each to
serve until the next Annual Meeting of Stockholders or until his successor is
elected or appointed: Howard Karren, Peter G. Dilling, Jay W. McGee, Alan D.
Berlin, Walter A. Carozza, David A. Dahl, John G. McMillian and Arlo G.
Sorensen. The Company's stockholders also voted to adopt, separately, a 1997
Stock Incentive Plan and a 1997 Nonemployee Directors' Stock Option Plan.
The number of shares voted and withheld with respect to each director were
as follows:
Election of Directors For Withheld
- --------------------- --- --------
Howard Karren 24,756,934 540,387
Peter G. Dilling 23,072,406 2,224,915
Jay W. McGee 22,726,326 2,570,995
Alan D. Berlin 23,216,656 2,080,665
Walter A. Carozza 24,660,134 637,187
David A. Dahl 23,243,206 2,054,115
John G. McMillian 24,755,784 541,537
Arlo G. Sorensen 23,244,106 2,053,215
13
The number of shares voted with respect to the approval of the 1997
Incentive Stock Plan was as follows:
For Against Abstain Broker Non-Votes
- --- ------- ------- ----------------
17,088,991 3,253,159 193,019 4,762,152
The number of shares with respect to the approval of the 1997 Nonemployee
Directors' Stock Option Plan was as follows:
For Against Abstain Broker Non-Votes
- --- ------- ------- ----------------
15,110,428 5,229,093 196,648 4,761,152
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
3(ii) Bylaws as amended through July 17, 1997
10.1 Subscription Agreement dated April 22, 1997 between Chaparral
Resources, Inc. and Victory Ventures, LLC.
10.2 Warrant Certificate dated December 31, 1997 entitling Victory
Ventures, LLC to purchase up to 4,615,385 shares of common stock of Chaparral
Resources, Inc.
10.3 Form of Warrant issued to Black Diamond Partners LP, Clint D. Carlson,
John D. Schneider, Victory Ventures LLC, Whittier Energy Company and Whittier
Ventures LLC in connection with loans made by them to Chaparral Resources, Inc.
in November and December 1996 and to Black Diamond Partners LP, Clint D.
Carlson, Whittier Energy Company and Whittier Ventures LLC in July 1997 in
connection with the same loans.
10.4 Chaparral Resources, Inc. 1997 Incentive Stock Plan.
10.5 Chaparral Resources, Inc. 1997 Nonemployee Directors' Stock Option
Plan.
27 Financial Data Schedule
(b) During the quarter ended June 30, 1997, the Company filed a Current Report
on Form 8-K dated April 17, 1997 reporting under Item 5 that the Company
had entered into a memorandum of understanding with an Irish oil and gas
company whereby the Company would sell certain of its oil and gas interests
for cash and stock. The
14
Company also reported that it had sold shares of the Company's common Stock
and issued a warrant to purchase additional shares of the Company's common
stock to a private investor for cash and that the same private investor had
converted a promissory note previously issued by the Company into shares of
the Company's common stock.
(c) During the quarter ended June 30, 1997, the Company filed a Current Report
on Form 8-K dated May 29, 1997 reporting under Item 8 that the Board of
Directors of the Company had changed the Company's fiscal year end from
November 30 to December 31.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 14, 1997
CHAPARRAL RESOURCES, INC.,
a Colorado Corporation
/s/ Howard Karren
----------------------------------------------
Howard Karren
President and Principal Executive Officer
/s/ Arlo G. Sorensen
----------------------------------------------
Arlo G. Sorensen, Chief Financial Officer and
Principal Accounting Officer
16
EXHIBIT INDEX
3(ii) Bylaws as amended through July 17, 1997
10.1 Subscription Agreement dated April 22, 1997 between Chaparral
Resources, Inc. and Victory Ventures, LLC.
10.2 Warrant Certificate dated December 31, 1997 entitling Victory
Ventures, LLC to purchase up to 4,615,385 shares of common stock of Chaparral
Resources, Inc.
10.3 Form of Warrant issued to Black Diamond Partners LP, Clint D. Carlson,
John D. Schneider, Victory Ventures LLC, Whittier Energy Company and Whittier
Ventures LLC in connection with loans made by them to Chaparral Resources, Inc.
in November and December 1996 and to Black Diamond Partners LP, Clint D.
Carlson, Whittier Energy Company and Whittier Ventures LLC in July 1997 in
connection with the same loans.
10.4 Chaparral Resources, Inc. 1997 Incentive Stock Plan.
10.5 Chaparral Resources, Inc. 1997 Nonemployee Directors' Stock Option
Plan.
27 Financial Data Schedule
17