UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-30285
LIONS PETROLEUM INC.
---------------------------------------------------------
(Name of small business issuer as Specified in its Charter)
Delaware N/A
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 17th Street, Suite 2800 South, Denver, CO, 80202, U.S.A.
- ---------------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (720) 359-1604
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [X] No [ ]
As of May 20, 2005, Lions Petroleum Inc. had 445,661 shares of common stock
issued and outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)....................................2
Item 2. Management's Discussion and Analysis or Plan of Operation...........9
Item 3. Controls and Procedures.............................................9
PART II: OTHER INFORMATION
Item 5. Other Information...................................................9
Item 6. Exhibits...........................................................10
Signatures..................................................................11
_______________________________
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
2
LIONS PETROLEUM INC.
(an exploration stage company)
BALANCE SHEET
(unaudited and expressed in U.S. dollars)
==============================================================================
March 31,
2005
- ------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash and equivalents $ 19,327
Accounts receivable 20,720
Deferred tax asset less valuation allowance of $442,626 -
------------
Total current assets 40,047
- ------------------------------------------------------------------------------
Total Assets $ 40,047
==============================================================================
LIABILITIES AND DEFICIENCY IN ASSETS
Current Liabilities:
Accounts payable and accrued expenses $ 651,282
Short-term advance from related party 22,891
------------
Total current liabilities 674,173
- ------------------------------------------------------------------------------
Total Liabilities 674,173
- ------------------------------------------------------------------------------
Commitments and contingencies (Notes 1 and 5)
Deficiency in assets:
Preferred stock - $.0001 par value; authorized 5,000,000
shares, none issued -
Common stock - $.0001 par value; authorized 50,000,000
shares, issued and outstanding 145,631 shares 15
Additional paid-in capital 11,896,291
Accumulated other comprehensive loss (471,831)
Deficit accumulated during the exploration stage (158,815)
Deficit (11,899,786)
- ------------------------------------------------------------------------------
Deficiency in Assets (634,126)
- ------------------------------------------------------------------------------
Total Liabilities and Deficiency in Assets $ 40,047
==============================================================================
See Notes to Financial Statements
3
LIONS PETROLEUM INC.
(an exploration stage company)
STATEMENTS OF OPERATIONS
(unaudited and expressed in U.S. dollars)
===================================================================================================================
Cumulative,
from
September 21,
2004 (new
For the three months ended For the six months ended business start)
March 31, March 31, March 31, March 31, to March 31,
2005 2004 2005 2004 2005
- ------------------------------------------- ------------- ------------- ------------- ------------- --------------
<s> <c> <c> <c> <c> <c>
Revenue $ - $ - $ - $ - $ -
- ------------------------------------------------------------------------------------------------------------------
Expenses:
Professional fees 23,150 25,825 48,105 42,246 50,600
General and administrative 40,066 59,617 106,136 93,395 107,279
Interest and financing costs - 3,831 - 7,453 936
Expenses recovered from subsidiary - (39,982) - (90,181) -
- ------------------------------------------------------------------------------------------------------------------
Total expenses 63,216 49,291 154,241 52,913 158,815
- ------------------------------------------------------------------------------------------------------------------
Net loss before loss from discontinued
operations (63,216) (49,291) (154,241) (52,913) (158,815)
Loss from discontinued operations,
net of income tax effect - (287,247) - (620,725) -
- ------------------------------------------------------------------------------------------------------------------
Net loss $ (63,216) $ (336,538) $ (154,241) $ (673,638) $ (158,815)
==================================================================================================================
Loss per common share - basic and diluted $ (0.43) $ (2.43) $ (1.06) $ (5.02)
==================================================================================================================
Weighted average number of common
shares outstanding - basic and diluted 145,631 138,494 145,631 134,071
==================================================================================================================
See Notes to Financial Statements
4
LIONS PETROLEUM INC.
(an exploration stage company)
STATEMENTS OF COMPREHENSIVE OPERATIONS
(unaudited and expressed in U.S. dollars)
===================================================================================================================
Cumulative,
from Sept. 21,
2004 (new
For the three months ended For the six months ended business start)
March 31, March 31, March 31, March 31, to March 31,
2005 2004 2005 2004 2005
- ------------------------------------------- ------------- ------------- ------------- ------------- --------------
<s> <c> <c> <c> <c> <c>
Net loss $ (63,216) $ (336,538) $ (154,241) $ (673,638) $ (158,815)
- ------------------------------------------------------------------------------------------------------------------
Other comprehensive loss:
Foreign currency translation, net of
income tax benefit - 49,867 - (72,425) -
- ------------------------------------------------------------------------------------------------------------------
Comprehensive loss $ (63,216) $ (286,671) $ (154,241) $ (746,063) $ (158,815)
==================================================================================================================
See Notes to Financial Statements
5
LIONS PETROLEUM INC.
(an exploration stage company)
STATEMENTS OF CASH FLOWS
(unaudited and expressed in U.S. dollars)
===================================================================================================================
Cumulative,
from
September 21,
2004 (new
Three months ended Six months ended business start)
March 31, March 31, March 31, March 31, to March 31,
2005 2004 2005 2004 2005
- ------------------------------------------- ------------- ------------- ------------- ------------- --------------
<s> <c> <c> <c> <c> <c>
Cash flows from operating activities:
Net loss from continuing operations $ (63,216) $ (49,291) $ (154,241) $ (52,913) $ (158,815)
Adjustments to reconcile net loss to net
cash used in operating activities
Loss from discontinued operations - (287,247) - (620,725) -
Depreciation and amortization - 7,242 - 21,845 -
Financing fees paid with share purchase
warrants - 3,831 - 7,453 -
Stock based compensation - stock options - 45,460 - 45,460 -
Gain from sale of assets - 176 - (26,290) -
Share in loss of equity investee - 78,868 - 266,064 -
Changes in operating assets and liabilities:
Increase in accounts receivable - (10,287) (20,720) (28,542) (20,720)
Increase in refundable investment tax
credits - 333 - (732) -
(Increase) decrease in prepaid expenses
and other current assets - - 44 553 44
Increase in accounts payable and accrued
expenses 80,272 154,946 171,353 261,762 175,927
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in)
operating activities 17,056 (55,969) (3,564) (126,065) (3,564)
- ------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of property and equipment - - - 5,000 -
Acquisition of shares of equity investee - - - (765,195) -
- ------------------------------------------------------------------------------------------------------------------
Cash used in investing activities - - - (760,195) -
- ------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from related parties' advances 2,196 43,013 22,891 129,382 22,891
Proceeds from loan payable, net - (6,729) - 844,452 -
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by
financing activities 2,196 36,284 22,891 973,834 22,891
- ------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash - 33,723 - (88,569) -
Net increase (decrease) in cash 19,252 14,038 19,327 (995) 19,327
Cash and equivalents at beginning of period 75 (8,195) - 6,838 -
- ------------------------------------------------------------------------------------------------------------------
Cash and equivalents (bank overdraft)
at end of period $ 19,327 $ 5,843 $ 19,327 $ 5,843 $ 19,327
==================================================================================================================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ - $ 7,490 $ - $ 7,848 $ -
==================================================================================================================
Supplemental schedule of noncash investing
and financing activities:
Sale of assets for accounts receivable $ - $ 438 $ - $ 44,562 $ -
==================================================================================================================
Purchase of equity investment for
common stock $ - $ - $ - $ 1,050,001 $ -
==================================================================================================================
See Notes to Financial Statements
6
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
1. Basis of Presentation:
The financial statements at March 31, 2005, and for the three-month and
six-month periods ended March 31, 2005 and 2004, are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods. The financial
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission, and therefore omit certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America. The Company believes that the disclosures contained in the
financial statements are adequate to make the information presented not
misleading. The financial statements should be read in conjunction with the
financial statements and notes thereto, together with management's plan of
operation and also the results of operations, contained in the Company's
Annual Report on Form 10-KSB for the fiscal year ending September 30, 2004.
The results of operations for the three-month and six-month periods ended
March 31, 2005, are not necessarily indicative of the results that may be
expected for the fiscal year ending September 30, 2005.
On February 9, 2005, the Company's Board of Directors approved the issuance of
Special Warrants to its shareholders of record on September 20, 2004. One
Special Warrant was granted for each share of common stock held by a Company
shareholder. Each Special Warrant entitles the holder to acquire, without any
additional consideration, shares in the capital of Energy Ventures Inc.
(Canada) ("EVI Canada"), which is owned by the Company. EVI Canada changed
its name on January 4, 2005, to Pure Energy Visions Corporation. Each Special
Warrant entitles the holder to acquire one (1) common share of EVI Canada for
each one (1) common share held by the shareholder in the Company. The Special
Warrants may be exercised by each holder during a period of 18 months from
September 20, 2004, the date of issuance. The Special Warrants shall be
exercised automatically on the day of issuance by the Ontario Securities
Commission of a receipt for a final prospectus related to the distribution of
the securities of EVI Canada being acquired by the holders of the Special
Warrants upon exercise of such Special Warrants. The Special Warrants shall
be exercised automatically on the expiry date of the Special Warrants.
As a result of the above transaction, the Company has determined that at
September 30, 2004, and at the date of this report it no longer has ownership
of EVI Canada. And the Company, as a result, has no subsidiaries or business
as of March 31, 2005.
Certain amounts in the prior year financial statements have been reclassified
for comparative purposes to conform to the current year presentation.
The accompanying financial statements include the accounts of the Company
which has no subsidiaries at March 31, 2005. The accompanying financial
statements are expressed in U.S. dollars.
2. Going Concern:
The Company intends to be in the business of the ownership and exploration of
oil and gas properties and effective September 21, 2004, commenced an
exploration stage period. The Company and its operations are subject to all of
the risks inherent in an emerging business enterprise. The accompanying
financial statements have been prepared assuming the Company will continue as
a going concern. As shown in the financial statements, the Company incurred
losses of $63,216 and $154,241 for the three-month and six-month periods ended
March 31, 2005. In the comparative three-month and six-month periods of 2004,
the Company incurred losses of $336,538 and $673,638 respectively. The Company
has incurred a cumulative loss of $158,815 in its exploration period to March
31, 2005. The Company has had no revenue during those periods. There is no
assurance that the Company will not encounter substantial delays and expenses
related to financing the successful completion of its product development and
marketing efforts and/or
7
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
other unforeseen difficulties. The Company will be required to expand its
management and administrative capabilities in order to manage the
aforementioned items as well as respond to competitive conditions, and will
require additional funds. The Company anticipates that it may raise funds
through equity financing. Such additional funds may not be available on terms
acceptable to the Company. These factors indicate that the Company may not be
able to continue as a going concern. The financial statements do not include
adjustments that might result from the outcome of this uncertainty.
3. Due To Related Parties:
Advances amounting to $22,891 at March 31, 2005, from a company controlled by
the President and principal executive officer of the Company are reflected in
current liabilities in the accompanying balance sheet. Such advances are due
on demand and non-interest bearing.
4. Contingent Liability and Commitment:
As of March 31, 2005, the guarantee of the Company and of the president and
chief executive officer of EVI (Canada) in regards to an unused factoring
agreement, remains in effect for an approximate amount of $825,000.
5. Subsequent Event
On April 25, 2005, the Company adopted the Lions Petroleum Inc. 2005 Stock
Incentive Plan for Employees and Consultants (the "Plan"). On April 29, 2005,
the Company filed a registration statement on Form S-8 (File No. 333-124486)
to register 5,000,000 shares of common stock to be issued pursuant to the
Plan. On May 10, 2005, the Company issued 300,000 shares pursuant to the
Plan.
8
In this report references to "Lions," "we," "us," and "our" refer to Lions
Petroleum Inc. and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions. This report contains
these types of statements. Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements. You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report. All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We effectively spun-off our historical business on September 20, 2004, and for
the six-month period ended March 31, 2005, we had no operations. During the
next twelve months, management intends to devote substantially all of its
efforts to establishing a new business in the field of oil and gas, through
activities such as financial planning, raising capital and resource
development.
We are considered an exploration stage company and we plan to identify,
acquire and develop working interest percentages in underdeveloped oil and gas
projects in Canada and the Western United States that do not meet the
requirements of larger producers and developers. We intend to acquire smaller
underdeveloped producers generally under the control of family owned
operations who are interested in selling out. We do not expect to hire
additional employees because we plan to contract out much of the field
operations.
We will seek to purchase existing oil and gas production with upside
potential. This strategy allows for immediate cash flow from existing wells
and further allows us to increase cash flows from the successful development
of additional low risk development wells. Preferably, we intend to acquire
existing producing formations and deepening of existing wells. However, as of
the date of this filing, we have not entered into a formal agreement related
to any oil or gas asset.
We currently do not have revenues or funding to acquire oil and gas properties
and we anticipate that we will require approximately $1.5 million to make such
purchases. We anticipate that we will raise funds within the next twelve
months for acquisitions and operations through private placements of our
common stock pursuant to exemptions from the registration requirements
provided by Canadian, United States and state securities laws. The purchasers
and manner of issuance will be determined according to our financial needs and
the available exemptions.
ITEM 3. CONTROLS AND PROCEDURES
Our President, who acts in the capacity of our principal executive officer,
and our Chief Financial Officer have reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report. In September 2004, we began the restructuring of our operations and
due to significant changes in our operations we were unable to file our
quarterly report for the period ended December 31, 2004, which was due
February 14, 2005, in a timely manner. However, our executive officers have
determined as of the end of the period covered by this report that there were
no other significant deficiencies in our disclosure controls and procedures.
Also, our executive officers determined that there were no changes made or
corrective actions to be taken related to our internal control over financial
reporting.
9
PART II: OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Registration of Common Stock
On April 29, 2005, we filed a registration statement on Form S-8 (File No.
333-124486) to register 5,000,000 shares of common stock to be issued pursuant
to the Lions Petroleum Inc. 2005 Stock Incentive Plan for Employees and
Consultants.
Lions Petroleum Inc. 2005 Stock Incentive Plan for Employees and Consultants
On April 25, 2005, our Board of Directors adopted the Lions Petroleum Inc.
2005 Stock Incentive Plan for Employees and Consultants (the "Plan"). The
purpose of the Plan is to provide our employees, directors, officers,
consultants and our subsidiaries with an increased incentive to make
significant and extraordinary contributions to the long-term performance and
growth of the company and our subsidiaries. It also is intended to attract
and retain qualified employees and consultants.
The Plan has a duration of ten (10) years, unless it is terminated by our
Board of Directors. The Board of Directors shall have the right, with or
without approval of Lions' shareholders, to amend or revise the terms of the
Plan at any time, subject to limitations outlined in the Plan. The Plan shall
not offer more than 5,000,000 shares of Lions common stock at fair market
value or a value determined by the Board of Directors.
The Board of Directors designated Dale M. Paulson and Gordon L. Wiltse as
members of the Compensation Committee and the Plan shall be administered by
that committee. Subject to the provisions of the Plan, the Compensation
Committee shall determine the persons to be granted stock from those eligible
to be participants under the Plan. The Compensation Committee will also
determine the amount of stock to be granted to each person and the terms and
conditions of any stock grant shall be in writing. On May 10, 2005, the
Compensation Committee issued 300,000 shares pursuant to the Plan.
ITEM 6. EXHIBITS
Part I Exhibits
31.1 Principal Executive Officer Certification
31.2 Chief Financial Officer Certification
32.1 Section 1350 Certification
Part II Exhibits
3.1 Articles of Incorporation of O.P.D. Acquisitions, Inc. (Incorporated
by reference to exhibit 2.1 of Form 10-SB filed November, 4, 2000, as
amended)
3.2 O.P.D. Acquisitions, Inc. Amendment to Articles of Incorporation
(Incorporated by reference to exhibit 2.1 of Form 10-SB filed November
4, 2000, as amended)
3.3 Energy Visions Inc. Amendment to Articles of Incorporation, dated
October 21, 2004 (Incorporated by reference to exhibit 3.3 for Form
10-KSB, filed March 17, 2005)
3.4 Bylaws of Energy Ventures Inc. (Incorporated by reference to exhibit
2.1 of Form 10-SB filed November, 4, 2000, as amended)
4.1 Lions Petroleum Inc. 2005 Stock Incentive Plan for Employees and
Consultants (Incorporated by reference to exhibit 4.1 to Form S-8,
File No. 333-124486, filed April 29, 2005)
10
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.
LIONS PETROLEUM INC.
/s/ Dale M. Paulson
Date: May 20, 2005 By: ____________________________________
Dale M. Paulson
President and Director
Principal Executive Officer
/s/ Gordon L. Wiltse
Date: May 20, 2005 By: ____________________________________
Gordon L. Wiltse
Chief Financial Officer, Secretary
and Director
11