UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
CONSOLIDATED OIL & GAS, INC.
(Name of Small Business Issuer in its charter)
Nevada 000-51667 91-2008446
------ --------- ----------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or Identification No.)
organization)
316 Main Street, Suite L
Humble, TX 77338
(Address of principal executive offices)
(281) 446-7122
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.001
------------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 [ ] No [X]
As of May 5, 2006, the Company had 30,386,302 shares of its $.001 par value
common stock issued and outstanding.
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 10
Item 3. Controls and Procedures 15
PART II - OTHER INFORMATION 15
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Securities 15
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 18
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Page
----
Balance Sheets March 31, 2006 (Unaudited)
and December 31, 2005 4
Statements of Operations (Unaudited)
March 31, 2006 and 2005 6
Statements of Cash Flows (Unaudited)
March 31, 2006 and 2005 7
Notes to the Financial Statements 8
3
CONSOLIDATED OIL & GAS, INC
BALANCE SHEET
DECEMBER 31, 2005 AND MARCH 31, 2006
December 31, March 31,
2005 2006
(Unaudited)
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 159,328 $ 26,138
Accounts receivable -
Oil and gas 14,952 18,970
Joint interest billings 9,382 38,373
Other 5,000 2,500
Inventory, at cost 28,346 17,500
------------ ------------
Total Current Assets 217,008 103,481
------------ ------------
PROPERTY AND EQUIPMENT
Oil and gas properties 225,711 619,332
Equipment 915,466 1,215,787
Furniture and fixtures 22,160 23,060
------------ ------------
1,163,337 1,858,179
Less accumulated depreciation (449,497) (484,819)
------------ ------------
Net Property and Equipment 713,840 1,373,360
------------ ------------
Total Assets $ 930,848 $ 1,476,841
============ ============
The accompanying notes are an integral part of these financial statements.
4
CONSOLIDATED OIL & GAS, INC
BALANCE SHEET
DECEMBER 31, 2005 AND MARCH 31, 2006
(CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, March 31,
2005 2006
(Unaudited)
------------ ------------
CURRENT LIABILITIES
Accounts payable $ 169,023 $ 555,238
Accrued expenses 35,005 62,813
Billings in excess of costs and estimated earnings
on uncompleted wells 168,415 455,022
Deferred revenue 175,000 25,000
Notes payable 112,568 209,568
Current portion of long-term debt 3,663 3,703
------------ ------------
Total Current Liabilities 663,674 1,311,344
LONG-TERM LIABILITIES
Shareholder payable 6,000 6,000
Long -term debt, net of current maturities 9,160 8,179
Commitments and contingencies -- --
------------ ------------
Total Liabilities 678,834 1,325,523
------------ ------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value, 100,000,000 shares
authorized, 30,215,638 and 30,386,302 shares issued
and outstanding at December 31, 2005 and March 31, 2006, respectively 30,216 30,386
Additional paid-in capital 1,003,481 1,108,611
Retained (deficit) (781,683) (987,679)
------------ ------------
Total Stockholders' Equity 252,014 151,318
------------ ------------
Total Liabilities and Stockholders' Equity $ 930,848 $ 1,476,841
============ ============
The accompanying notes are an integral part of these financial statements.
5
CONSOLIDATED OIL & GAS, Inc.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
---------------------------
2005 2006
------------ ------------
Revenues
Gas and oil sales $ 6,671 $ 9,701
Contract drilling revenue 451,219 581,893
Other income -- --
------------ ------------
Total Revenues 457,890 591,594
------------ ------------
Costs and Expenses
Lease operating expenses 2,024 3,357
Cost of developing leases 365,139 604,262
General and administrative 84,802 170,751
Interest expense 540 19,220
------------ ------------
------------ ------------
Total Costs and Expenses 452,505 797,590
------------ ------------
Loss Before Income Taxes 5,385 (205,996)
Provision for Income Taxes -- --
------------ ------------
Net Income (Loss) $ 5,385 $ (205,996)
============ ============
Basic and Diluted Loss Per Share nil $ (0.01)
============ ============
Weighted Average Common Shares Outstanding 29,603,000 30,297,000
============ ============
The accompanying notes are an integral part of these financial statements.
6
CONSOLIDATED OIL & GAS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
----------------------
2005 2006
--------- ---------
Cash Flows From Operating Activities
Net Income (Loss) $ 5,385 $(205,996)
Adjustments to reconcile net income loss
to net cash provided by operating activities:
Depreciation 17,876 35,322
Common stock issued for services 27,218 13,800
Changes in operating assets and liabilities:
Accounts receivable (3,835) (30,509)
Net change in billings related to costs and
estimated earnings on uncompleted wells (182,219) 286,607
Inventory -- 10,846
Other assets 500 --
Accounts payable 99,207 386,215
Accrued liabilities 5,680 27,808
Deferred revenues (44,750) (150,000)
--------- ---------
Net Cash Flows Provided by Operating Activities (74,938) 374,093
--------- ---------
Cash Flows From Investing Activities
Purchase of oil and gas production
equipment and leases (22,563) (693,942)
Purchase of equipment, furniture and fixtures (9,735) (900)
--------- ---------
Net Cash Used by Investing Activities (32,298) (694,842)
--------- ---------
Cash Flows From Financing Activities
Notes payable 15,501 100,000
Payments on notes payable (615) (3,941)
Proceeds from sale of common stock -- 91,500
--------- ---------
Net Cash Provided by Financing Activities 14,886 187,559
--------- ---------
Change in Cash Balance (92,350) (133,190)
Cash at Beginning of Period 92,350 159,328
--------- ---------
Cash at End of Period $ -- $ 26,138
========= =========
The accompanying notes are an integral part of these financial statements.
7
Consolidated Oil & Gas, Inc.
SELECTED INFORMATION FOR FINANCIAL STATEMENTS
March 31, 2006
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principals for interim financial information
and with the instructions of Regulation S-B. They do not include all information
and footnotes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has been no
material change in the information from the Company's financial statements for
the year ended December 31, 2005 included on the Company's Report on Form 10-SB.
In the opinion of Management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2006, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2006.
NOTE 2: GOING CONCERN CONSIDERATIONS
The Company neither has sufficient cash on hand nor is it generating sufficient
revenues to cover its operating overhead. These facts raise doubts as to the
Company's ability to continue as a going concern. The Company has been operating
over the past year based on loans, stock sales and increases in its accounts
payable. There is no guarantee that such sources of financing will continue to
be available for operations to the company. In order to be able to complete the
wells it is in the process of drilling and completing and to produce those
wells, the Company will be required to obtain significant funding. Management's
plans include attempting to find long-term financing for its equipment and
finding partners for its drilling prospects. Management intends to make every
effort to identify and develop sources of funds. There is no assurance that
Management's plans will be successful.
8
Consolidated Oil & Gas, Inc.
SELECTED INFORMATION FOR FINANCIAL STATEMENTS
March 31, 2006
(Unaudited)
NOTE 3: STOCK TRANSACTIONS
During the quarter ended March 31, 2006, the Company issued the following common
shares:
- -------------------------- ------------------ -----------------------------
Number of Shares Value Description
---------------- ----- -----------
- -------------------------- ------------------ -----------------------------
- -------------------------- ------------------ -----------------------------
142,214 $ 91,500 Issued for cash
- -------------------------- ------------------ -----------------------------
28,450 13,800 Issued for services
------- --------
- -------------------------- ------------------ -----------------------------
170,664 $105,300
- -------------------------- ------------------ -----------------------------
- -------------------------- ------------------ -----------------------------
NOTE 4: NOTE PAYABLE
Notes payable are comprised of the following;
Note payable to an unaffiliated individual with a stated
Interest amount of $16,000 (48% annual rate),
interest and principal due April 10, 2006, secured
by equipment $ 200,000
8 5/8% Note payable to a bank, due June 29, 2006,
secured by a truck 9,568
---------
$ 209,568
The $200,000 note has been renewed to June 10, 2006 at a stated rate of $75,000
(a 225% annual rate).
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with
the financial statements and the accompanying notes thereto for the period ended
March 31, 2006 and is qualified in its entirety by the foregoing and by more
detailed financial information appearing elsewhere. See "Item 1. Financial
Statements."
Results of Operations - First Quarter of 2006 Compared to First Quarter of 2005
- -------------------------------------------------------------------------------
The following table sets forth, as a percentage of sales, an analysis of
several line-items of our Statement of Operations.
For the Three Months Ended
March 31
--------
2005 2006
---- ----
Revenues 100 100
Cost of Revenues 80 (103)
Gross Margin 20 (3)
General, Selling and
Administrative Expenses 19 32
Net Income (Loss) 1 (35)
Results of Operations
Sales
Revenues of $591,594 in the three months ended March 31, 2006 were 1.3
times revenues of $457,890 in the three months ended March 31, 2005. The
increase of $133,704 is attributable to an increase in our drilling activities.
The company was doing workover projects in 2005 and is doing new drilling
projects in 2006 which are more expensive projects to complete. Therefore, we
charge more to the working interest partners for these projects. In a work-over
project the drilling, testing, casing and cement work is already done and paid
for. In a new drilling project those functions must be performed, requiring us
to charge more for a project.
The sources of revenue for the three months ended March 31, 2005 and 2006
are as follows:
Increase or
2005 2006 (Decrease)
----------- ----------- -----------
Gas sales $ 6,671 $ 5,031 $ (1,640)
Oil sales -- 4,670 4,670
Contract drilling revenue 451,219 581,893 130,674
----------- ----------- -----------
Total Revenue $ 457,890 $ 591,594 $ 133,704
10
Gas and oil sales are primarily from one well in which we have a 70%
working interest. Sales from this well were lower by $1,640 in 2006 period as
compared to the 2005 period. This was due to approximately a 40% decline in
production which was partially offset by approximately a 25% increase in the
selling price of gas in 2006 as compared to 2005. The additional revenue came
from the sale of oil from a well which has very little production. Production
from that well is inconsistent and quantities do not accumulate in sufficient
amounts to have monthly sales. Sales from this well may not be expected again
for over a year.
Contract drilling revenue is the revenue derived from the sale of working
interests in the properties which we develop. The company typically buys the
mineral rights to a property and then sells off portions of that property in
working interest to other buyers. The working interest revenue is used to
develop the property. Sale of leases increased $130,674 in the first quarter
2006 period over the sales in the 2005 period. This increase is a result of more
business done in 2006 over 2005.
COSTS and EXPENSES for the three months ended March 31, 2005 and 2006 are as
follows.
Increase or
2005 2006 (Decrease)
----------- ----------- -----------
Lease operating expenses $ 2,024 $ 3,357 $ 1,333
Cost of developing leases 365,139 604,262 239,123
General and administrative 84,802 170,751 85,949
Interest expense 540 19,220 18,680
----------- ----------- -----------
Total Costs and Expenses $ 452,505 $ 797,590 $ 345,085
Lease operating expenses are costs related to generating gas and oil sales.
These expenses are for such things as utilities, maintenance, and operating
labor for well sites. The increase in expenses of $1,333 in 2006 over 2005 had
to do with maintenance on the well in operation.
Cost of developing leases is the costs associated with buying a lease and
working over an old well with the hope of either lengthening its life or
increasing its production or both (a re-entry) or drilling a new well. In 2005
the costs are for re-entry of old wells and in 2006 the costs are associated
with drilling new wells. The cost as a percent of sales was significantly higher
in the period ended March 31, 2006 than the same period in 2005. We went into
drilling new oil and gas wells in 2006, something the company had not done in
the past. In the past we did re-entries on old oil and gas wells. We did not
anticipate some of the expenses encountered in this new drilling and did not
estimate our costs correctly. Therefore we did not charge working interest
investors enough to drill these wells without incurring a loss. Major categories
of these expenses are as follows:
11
Increase or
2005 2006 (Decrease)
----------- ----------- -----------
Equipment rent $ 82,388 $ 23,939 $ (58,449)
Labor 72,800 133,458 60,658
Materials & supplies 59,408 124,276 64,868
Contract work 81,596 188,616 107,020
Repairs to equipment 1,224 2,503 1,279
Selling costs 51,000 100,760 49,760
Depreciation on equipment 16,723 30,710 13,987
----------- ----------- -----------
Total Costs and Expenses $ 365,139 $ 604,262 $ 239,123
Equipment rent is the amount spent for renting equipment to do tasks that
we do not own equipment for or for which our equipment is not available to do.
We spent $58,449 less renting equipment in the period ending in 2006 than in
2005. This was because we purchased significant amounts of equipment in late
2005 and early 2006 and were able to use our own equipment on projects we
previously rented equipment on.
Labor is the amount spent for labor of people who worked for the company.
It also includes costs associated with the people such as taxes and living
expense while working on the projects. It does not include the salaries of the
administrative staff. The labor expense increase in the period ended March 31,
2006 increased $60,658 from the same period in 2005. This was because we used
our own crews more as a result of owning more of our own equipment in the 2006
period.
Materials & supplies is the amount spent on various materials to work on
the projects. This can include pipe, pumps, tanks, chemicals, pumping units,
water, drilling mud and various other materials used to drill a well. The amount
spent for these type of items increased $64,848 in the period ended March 31,
2006 from the same period in 2005. In the 2005 period we were doing reworks of
old wells which many times already have pipe, tubing, casing and other material
items. In 2006 we were drilling new wells and all of these type items must be
provided for a new well.
Contract work is the amount spent on outside contractors to do work which
we are not set up to do or do not have the manpower or equipment to accomplish.
This cost increased from $81,596 in 2005 to $188,616 in 2006 or an increase of
$170,020. These cost increases were because of the high volume of additional
services required to drill new wells as compared to reworking an old well which
was being done in 2005. Some of these additional costs include mud loggers,
cement crews for casing installation and additional perforating.
Repairs to equipment is the cost of repairing equipment owned by us. This
cost increased from $1,224 in the period ended March 31, 2005 to $2,503 the same
2006 period or an increase of $1,279 more than double the cost in 2005. While
this was not a large volume increase in 2006, we expect this component of cost
to continue to increase because of the additional equipment which has recently
been purchased.
12
Selling costs are the expenses incurred in the selling of working interest
in the wells and are made up mostly of commissions. This cost increased $49,760
to $100,760 in the three months ended March 31, 2006 from the $51,000 for the
same period in 2005. In 2005 some of the working interests sold did not have any
costs associated with them. The cost in 2006 as a percent of sales is consistent
with the amount we expect to pay to continue to sell working interests in
projects.
Depreciation on equipment is the depreciation taken on the equipment owned
by us. It increased by $13,987 in the three months ended March 31, 2006 over the
same period in 2005 from $16,723 to $30,710. This was because of an increase in
the amount of equipment owned and operated by the company.
GENERAL AND ADMINISTRATIVE expense for the three months ended March 31, 2005 and
2006 are as follows.
Increase or
2005 2006 (Decrease)
----------- ----------- -----------
Consulting $ 23,163 $ 35,203 $ 12,040
Auto 2,865 13,408 10,543
Payroll 21,427 26,559 5,132
Office 23,298 28,385 5,087
Professional fees 7,852 57,160 49,308
Travel 5,044 5,414 370
Depreciation 1,153 4,622 3,469
----------- ----------- -----------
Total General and Administrative $ 84,802 $ 170,751 $ 85,949
Consulting expenses are for hiring people to locate properties, advise on
the likelihood of properties having oil and other miscellaneous outside
consultants. The company hired some outside consultants to do some geological
work on some properties it was considering acquiring which increased this
expense in 2006 over 2005.
Auto expense is the expense related to the operation of autos and trucks
and also includes any leased autos and mileage paid to employees for the
operation of their personal vehicles. This expense increased from $2,865 in the
three months ended March 31, 2005 to $13,408 in the same period in 2006, an
increase of $10,543. In 2005, there was only one person operating a vehicle for
the company. In 2006 the company had purchased three additional trucks and paid
mileage to another employee causing the increase in cost.
Payroll increased from $21,427 in 2005 to $26,559 in 2006, an increase of
$5,132. The majority of that increase was from the addition of office staff in
2006.
Office expenses increased from $23,298 in 2005 to $28,385 in 2006, an
increase of $5,132. These expenses include supplies, insurance, computer
maintenance, recording fees, software maintenance and most other general and
administrative items not classified elsewhere. The increase in these expenses
was mostly in telephone and postage costs in communicating with investors.
13
Professional fees increased $49,308 to $57,160 for the three months ended
March 31, 2006. The increase was mainly attributable to legal fees of $4,217 in
preparation for our Form 10-SB filing and an increase in audit fees of $34,446
from $1,500 to $35,946 in the cost of our annual audit fees, which included
having our 2004 audit redone, and $5,000 for an investment advisor. Our general
accounting cost increased $4,217.
Travel expenses increased $370 for the three months ended March 31, 2006
over the same period in 2005.
Depreciation is on office furniture and fixtures and computers. The
increase of $3,459 in 2006 over 2005 is mostly due to new computers and an oil
and gas software program.
INTEREST EXPENSE increased from $540 for the three months ended March 31, 2005
to $19,220 for the same period in 2006, an increase of $18,680. This is because
we took out a short-term note of $100,000 (increased in early 2006 to $200,000)
for an equipment purchase in late 2005 at a rate of 4% per month (48% annual).
We have not been able to obtain conventional financing. Since the end of the
quarter ended March 31, 2006 we have renewed the note twice with interest of
$50,000 from April10 to May 10 and interest of $25,000 from May 10 to June 10.
We are current on the interest payments.
Net Income (Loss)
We suffered a net loss of $205,996 in the three months ended March 31, 2006
compared to a net gain of $5,385 in the same period in 2005. The decrease is
attributable primarily to a loss on gross profit on leases developed and sold,
($22,369) in 2006 compared to a gain of $86,080 in 2005. We also had an increase
in general and administrative expenses of $85,949 and interest expense of
$18,680, all of which are primarily responsible for the net loss in 2006
compared to the small net profit in 2005.
We financed our loss of ($205,996) for the three months ended March 31,
2006 primarily through an increase of $550,630 in current liabilities, a
decrease in current assets of $113,527, an increase in notes payable of $96,059
and issuances of $105,300 worth of common stock for cash and services. These
funds were also used to purchase new equipment and leases of $659,520.
Liquidity and Sources of Liquidity
We do not have capital sufficient to meet our cash needs during the next
twelve months, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. We will have to seek loans,
equity placements, and sell off working interests in projects we acquire to
cover such costs. While we have been successful in such activities in the past,
there can be no assurance that we will be able to continue to obtain additional
funds, which may impact our ability to continue as a going concern. The
accompanying financial statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classifications
of liabilities that might be necessary should we be unable to continue
operations as a going concern.
14
No commitments to provide additional funds have been made by management or
other stockholders. Accordingly there can be no assurance that any additional
funds will be available to the company to allow it to acquire and develop
additional properties or cover its expenses as they may be incurred.
Should our cash assets prove to be inadequate to meet our operational
needs, we might seek to compensate providers of services by issuances of stock
in lieu of cash.
Off-Balance Sheet Arrangements
Our company has not entered into any transaction, agreement or other
contractual arrangement with an entity unconsolidated with us under which we
have
o an obligation under a guarantee contract,
o a retained or contingent interest in assets transferred to the
unconsolidated entity or similar arrangement that serves as credit,
liquidity or market risk support to such entity for such assets,
o any obligation, including a contingent obligation, under a contract that
would be accounted for as a derivative instrument, or
o any obligation, including a contingent obligation, arising out of a
variable interest in an unconsolidated entity that is held by us and
material to us where such entity provides financing, liquidity, market risk
or credit risk support to, or engages in leasing, hedging or research and
development services with us.
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures. The Company's management,
with the participation of the Company's Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures as of March 31, 2006. Based on this evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Neither our company nor any of its property is a party to, or the
subject of, any material pending legal proceedings other than ordinary, routine
litigation incidental to our business.
Item 2. Unregistered Sales of Equity Securities
Set forth below are the sales of our common stock since February 20, 2006
in transactions exempt from registration pursuant to the provisions of
Regulation D, Rule 506.
15
---------- -------------------------- ------- --------- -------------------
No. of Type of
Date Person Shares Price Consideration
---------- -------------------------- ------- --------- -------------------
02-21-06 Carolyn L. Kyle 2,000 $ 1,200 Payroll of employee
---------- -------------------------- ------- --------- -------------------
02-22-06 Patti Harrison 29,630 20,000 Cash
---------- -------------------------- ------- --------- -------------------
02-22-06 Patti Harrison 25,000 15,000 Cash
---------- -------------------------- ------- --------- -------------------
02-22-06 Lillian H. Smith 25,000 15,000 Cash
---------- -------------------------- ------- --------- -------------------
02-22-06 Zena Trcka 25,000 15,000 Cash
---------- -------------------------- ------- --------- -------------------
03-03-06 Patti Harrison 25,000 15,000 Cash
---------- -------------------------- ------- --------- -------------------
03-23-06 Richard Culbertson 6,250 3,750 Cash
---------- -------------------------- ------- --------- -------------------
04-04-06 Kreiser Living Trust 27,500 2,750 Cash
---------- -------------------------- ------- --------- -------------------
04-10-06 Northwest Energy, Inc. 3,572 3,572 Oil and gas lease
---------- -------------------------- ------- --------- -------------------
04-11-06 Ken Radford 25,000 2,500 Cash
---------- -------------------------- ------- --------- -------------------
04-11-06 Richard Rogers 25,000 2,500 Cash
---------- -------------------------- ------- --------- -------------------
04-11-06 Julie and Ron Wamser 25,000 2,500 Cash
---------- -------------------------- ------- --------- -------------------
04-11-06 Donald W. Rogers 12,500 1,250 Cash
---------- -------------------------- ------- --------- -------------------
04-07-06 Tim Trull 25,000 2,500 Cash
---------- -------------------------- ------- --------- -------------------
04-19-06 Thomas C. Fry 8,333 833 Cash
---------- -------------------------- ------- --------- -------------------
04-19-06 Thomas C. Fry, Jr. 8,334 833 Cash
---------- -------------------------- ------- --------- -------------------
04-19-06 Theodore C. Fry 8,333 833 Cash
---------- -------------------------- ------- --------- -------------------
04-19-06 David and Lisa Wyatt 25,000 2,500 Cash
---------- -------------------------- ------- --------- -------------------
04-20-06 Bryan A. Grelle 5,000 500 Dozer work
---------- -------------------------- ------- --------- -------------------
04-19-06 Donald W. Rogers 25,000 2,500 Cash
---------- -------------------------- ------- --------- -------------------
04-19-06 Richard and Carol Rogers 12,500 1,250 Cash
---------- -------------------------- ------- --------- -------------------
04-24-06 Richard D. Culbertson 12,500 1,250 Cash
---------- -------------------------- ------- --------- -------------------
04-24-06 Donald W. Rogers 27,500 2,750 Cash
---------- -------------------------- ------- --------- -------------------
04-24-06 Richard and Carol Rogers 12,500 1,250 Cash
---------- -------------------------- ------- --------- -------------------
05-12-06 Donald Rogers 25,000 2,500 Cash
---------- -------------------------- ------- --------- -------------------
05-12-06 Richard and Carol Rogers 75,000 7,500 Cash
---------- -------------------------- ------- --------- -------------------
All of the persons purchasing shares of common stock were known to
management, they were all accredited investors
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
3(i) Articles of Incorporation of Iowa Industrial Technologies,
Inc. (new name Consolidated Oil & Gas, Inc.)*
3(ii) Articles of Merger between Iowa Industrial Technologies,
Inc. (the surviving entity) and Consolidated Oil & Gas, Inc.
(the merging entity). These Articles change the name of the
surviving company to Consolidated Oil & Gas, Inc.***
3(iii) Bylaws of Iowa Industrial Technologies, Inc. (now named
Consolidated Oil & Gas, Inc.)**
10 Assignment of Oil, Gas and Mineral Leases and Bill of Sale
from RCI Energy to Consolidated Oil & Gas, Inc. dated August
1, 2000.+
16
10.1 Representative Operating/Working Interest Owner Agreement++
10.2 Promissory Note and Bill of Sale dated November 9, 2005++
16 Letter of March 8, 2006 of Clyde Bailey PC agreeing with the
statements made in this Form 10-SB by Consolidated Oil &
Gas, Inc., concerning Consolidated's change of principal
independent accountants.***
31 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.1 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
* Previously filed on June 25, 2001 as Exhibit 2.1 to Form 10-SB of Iowa
Industrial Technologies, Inc. (new name Consolidated Oil & Gas, Inc.), EDGAR
Accession Number 0001015402-01-501621; incorporated herein.
** Previously filed on June 25, 2001 as Exhibit 2.2 to Form 10-SB of Iowa
Industrial Technologies, Inc. (new name Consolidated Oil & Gas, Inc.), EDGAR
Accession Number 0001015402-01-501621; incorporated herein.
***Previously filed on March 10, 2006, with Form 10-SB, Commission File No.
000-51667, EDGAR Accession Number 0001010549-06-000133; incorporated herein.
+ Previously filed on May 23, 2006, as Exhibit 10 to Form 10-QSB, Commission
File No. 000-51667, EDGAR Accession Number 0001010549-06-000344; incorporated
herein.
++ Previously filed on June 21, 2006, with Amendment No. 3 to Form 10-SB,
Commission File No. 000-51667, EDGAR Accession Number 0001010549-06-000400;
incorporated herein.
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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.
Dated: July 6, 2006 CONSOLIDATED OIL & GAS, INC.
By /s/ James C. Yeatman
-----------------------------------
James C. Yeatman, President and CEO
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