UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended June 30, 2002
Commission File Number 0-14096
Foreland Corporation
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(Exact name of small business issuer as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
87-0422812
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(I.R.S. Employer Identification No.)
2561 South 1560 West
Woods Cross, Utah
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(Address of principal executive offices)
(801) 298-9886
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(Issuer's telephone number)
n/a
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(Former name, former address and former fiscal year,
if changes since last report)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. As of August 20, 2002,
issuer had 9,875,894 shares of issued and outstanding common stock, par value
$0.001.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
June 30, 2002 and December 31, 2001
FORELAND CORPORATION
Balance Sheets
ASSETS
June 30, December 31,
2002 2001
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(Unaudited)
CURRENT ASSETS
Cash $ 24,493 $ -
Prepaid expenses - 2,165
Lease sale receivable - 121,615
Other receivable - related party 4,500 -
Inventory - pipe 42,395 42,395
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Total Current Assets 71,388 166,175
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LONG-TERM ASSETS
Office equipment, net 5,162 3,970
Unproved oil and gas properties 15,963 20,693
Deposits 75,000 75,000
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Total Long-Term Assets 96,125 99,663
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Total Assets $ 167,513 $ 265,838
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The accompanying notes are an integral part of these financial statements.
2
FORELAND CORPORATION
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
June 30, December 31,
2002 2001
------------------ ------------------
(Unaudited)
CURRENT LIABILITIES
Checks issued in excess of cash in bank $ - $ 14,721
Accounts payable 522,578 547,533
Notes payable 600,000 600,000
Notes payable - related party 36,000 36,000
Interest payable 74,100 52,200
Interest payable - related party 2,286 720
Officers' salaries - related parties 37,200 37,200
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Total Current Liabilities 1,272,164 1,288,374
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY (DEFICIT)
Convertible preferred stock, $0.001 par value, 5,000,000
shares authorized; 407,243 shares issued and outstanding 407 407
Common stock, $0.01 par value, 50,000,000 shares
authorized; 9,875,894 shares issued and outstanding 9,876 9,876
Additional paid-in capital 39,322,891 39,322,891
Accumulated deficit (40,437,825) (40,355,710)
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Total Stockholders' Equity (Deficit) (1,104,651) (1,022,536)
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 167,513 $ 265,838
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The accompanying notes are an integral part of these financial statements.
3
FORELAND CORPORATION
Statements of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
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2002 2001 2002 2001
---------------- --------------- ------------------ -------------------
REVENUE
Prospect revenue $ - $ 6,840 $ - $ 117,280
Gain on sale of undeveloped
leaseholds 83,803 - 114,073 -
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Total Revenue 83,803 6,840 114,073 117,280
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EXPENSES
Oil exploration - 30,524 - 63,156
General and administrative 88,412 26,415 153,513 73,194
Depreciation and amortization 699 1,260 1,398 2,520
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Total Expenses from
Operations 89,111 58,199 154,911 138,870
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INCOME (LOSS) BEFORE OTHER
EXPENSE (5,308) (51,359) (40,838) (21,590)
---------------- --------------- ------------------ ------------------
OTHER INCOME (EXPENSE)
Interest income 273 555 518 1,171
Interest expense (20,897) (14,250) (41,795) (28,500)
---------------- --------------- ------------------ ------------------
Total Other Income (Expense) (20,624) (13,695) (41,277) (27,329)
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NET LOSS (25,932) (65,054) (82,115) (48,919)
Preferred stock dividend (85,680) (68,250) (171,360) (68,250)
---------------- --------------- ------------------ ------------------
NET LOSS APPLICABLE
TO COMMON STOCKHOLDERS $ (111,612) $ (133,304) $ (253,475) $ (117,169)
================ =============== ================== ==================
LOSS PER SHARE
OF COMMON STOCK $ (0.01) $ (0.01) $ (0.03) $ (0.01)
================ =============== ================== ==================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 9,875,894 9,742,323 9,875,894 9,742,323
================ =============== ================== ==================
The accompanying notes are an integral part of these financial statements.
4
FORELAND CORPORATION
Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30,
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2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (82,115) $ (48,919)
Depreciation and amortization 1,398 2,520
Changes in operating assets and liabilities 122,522 (57,701)
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Net Cash (Used in) Provided by Operations 41,805 (104,100)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (2,590) -
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Net Cash Used in Investing Activities (2,590) -
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable - 10,000
Repayment of cash overdraft (14,721) -
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Net Cash Provided by (Used in) Financing Activities (14,721) 10,000
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 24,494 (94,100)
CASH BEGINNING OF PERIOD - 98,298
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CASH END OF PERIOD $ 24,494 $ 4,198
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Options for debt $ - $ 546,737
The accompanying notes are an integral part of these financial statements.
5
FORELAND CORPORATION
Notes to the Financial Statements
June 30, 2002 and 2001
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at June 30, 2002 and 2001 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's December 31, 2001 audited financial
statements. The results of operations for the period ended June
30, 2002 and 2001 are not necessarily indicative of the operating
results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company does not
have significant cash or other material assets, nor does it have
an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.
The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease
operations.
In order to continue as a going concern, develop a reliable source
of revenues, and achieve a profitable level of operations the
Company will need, among other things, additional capital
resources. Management's plans to continue as a going concern
include pursuing its oil exploration through funding by outside
investors. However, management cannot provide any assurances that
the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans
described in the preceding paragraph and eventually secure other
sources of financing and attain profitable operations. The
accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a
going concern.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Foreland's Current Precarious Financial Condition
Foreland is suffering from extreme shortages of working capital, due or
past due current liabilities, and the need for substantial amounts of additional
investment, strategic alliances or a sale, merger or reorganization involving
all or portions of its business and operations.
o Foreland Has Substantial Working Capital and Stockholders' Deficits. As of
June 30, 2002, Foreland had current assets of $71,388 and current
liabilities of $1,272,164, for a working capital deficit of $1,200,776. In
addition, as of such date, Foreland had total assets of $167,513 and total
liabilities of $1,272,164 for a stockholders' deficit of $1,104,651. As of
June 30, 2002, Foreland had an accumulated deficit of approximately $40.4
million.
o Many of Foreland's Obligations Are Substantially Past Due. Of Foreland's
$1,272,164 in current liabilities as of June 30, 2002, over $600,000 were
substantially past due. Payment of an additional $600,000, plus interest,
due Petro Source and acquired by CHL has been deferred under Foreland's
agreement with CHL. Three creditors with claims aggregating [$458,000] at
June 30, 2002, have obtained judgments against Foreland. See Part II,
Item 1. Legal Proceedings.
o Foreland Has No Revenue or Cash. Other than funds advanced under terms of
the CHL agreement, Foreland has little cash or other financial resources
and no revenue from operations or other activities, but must rely on
raising additional capital to pay creditors.
o Foreland Has Very Limited Assets on which To Base a Financial Recovery. As
a result of the voluntary surrender of the collateral securing its
indebtedness and the CHL agreement, Foreland's remaining assets consist of
the option to reacquire the database and key leases and miscellaneous pipe
and equipment.
o Foreland Has No Liquidity or Cash with which To Reactivate. As a result of
the voluntary surrender of the collateral securing its indebtedness,
Foreland's only ability to generate revenues is through finding a drilling
partner for one or all of its Nevada prospects now owned by CHL, and upon
successful drilling, exercising its option to reacquire the leases and
database. Absent the CHL funding, Foreland has insufficient cash to
maintain its exploration leaseholds, pay its personnel, satisfy claims of
creditors, or undertake oil and gas exploration.
o Foreland's Audit Report for the Year Ended December 31, 2001, Contains a
Going Concern Explanatory Paragraph. Foreland's independent auditor's
report on the December 31, 2001 financial statements, as for preceding
fiscal years, contains an explanatory paragraph that indicates there is
substantial doubt as to Foreland's ability to continue as a going concern.
o Possible Inability To Continue. As a result of all of the foregoing,
Foreland urgently needs additional capital, but because of its precarious
condition and limited assets, may be unable to attract any capital or
sufficient capital to continue.
Results of Operations
Quarters ended June 30, 2002 and 2001
During the quarter ended June 30, 2002, Foreland reported revenue of
$83,803, resulting principally from the sale of undeveloped leaseholds, which
represented a significant increase from the $6,840 received in the previous
year, during which Foreland had revenue from the sale of geological and
geophysical information and payments related to its Nevada Exploration Agreement
with Farakel Company.
7
Total expenses from operations were approximately $89,111 for the
quarter ended June 30, 2002, as compared to $58,199 during the same period in
the preceding fiscal year. The increase during the 2002 interim period is due
principally to a $51,997 increase in general and administrative expenses in the
three months ended June 30, 2002, as compared to the same period in 2001.
After accrual of a dividend on preferred stock of $85,680, for the
quarter ended June 30, 2002, Foreland reported a net loss applicable to common
stockholders of $111,612, as compared to a loss of $133,304 for the quarter
ended June 30, 2002. The dividend on preferred stock is accrued for financial
reporting purposes, but not paid.
Six Months Ended June 30, 2002 and 2001
During the six months ended June 30, 2002, Foreland reported revenue of
$114,073, resulting from the sale of undeveloped leaseholds, which represented a
slight decrease from the $117,280 received in the previous year, during which
Foreland had revenue from the sale of geological and geophysical information and
payments related to its Nevada Exploration Agreement with Farakel Company.
Total expenses from operations were approximately $154,911 for the six
months ended June 30, 2002, as compared to $138,870 during the same period in
the preceding fiscal year. The increase during the 2002 interim period is due
principally to a $80,319 increase in general and administrative expenses in the
six months ended June 30, 2002, as compared to the same period in 2001, which
more than offset the $63,156 decrease in oil exploration expenses in the later
period.
After accrual of a dividend on preferred stock of $171,360, for the six
months ended June 30, 2002, Foreland reported a net loss applicable to common
stockholders of $253,475, as compared to a loss of $117,169 for the six months
ended June 30, 2002. The dividend on preferred stock is accrued for financial
reporting purposes, but not paid.
Liquidity and Capital Resources
2002 Activities
Operating activities provided $41,805 in cash during the six months
ended June 30, 2002, as compared to requiring $104,100 in cash required during
the same period 2001, principally due to changes in operating assets and
liabilities. Investing activities did not materially affect the use of cash
during either the quarter's ended March 31, 2002 or 2001. Financing activities
required cash of $14,721 in the six months ended June 30, 2002 to cover a bank
overdraft, while financing activities provided $10,000 from borrowings in the
six months ended June 30, 2001.
Current and Future Requirements
As of June 30, 2002, Foreland had current liabilities of $1,272,164,
with current assets of only $71,388, for a working capital deficit of
$1,200,776. Current liabilities include an aggregate of [$458,000] due on
judgments obtained by creditors and a $600,000 note due to CHL as successor to
the Petro Source settlement. Foreland will seek to negotiate the continued
forbearance, compromise, partial forgiveness, extension or other resolution of
all or a portion of the above claims. Nevertheless, Foreland expects that a
significant amount of cash will be required to reach any accommodation with
these creditors. Foreland cannot assure that it will be successful in its
efforts to reach a satisfactory resolution of these claims or raise the cash
required to pay any amounts that may be agreed to.
8
In some instances, Foreland may seek to satisfy creditors' claims by
issuing securities, which would dilute the interests of existing stockholders.
In March 2002, effective December 2001, Foreland sold its major assets
with a buyback option, to allow it an additional year to get the prospects
drilled. Under such an arrangement, Foreland would attempt to negotiate for its
share of costs to be paid by the other participants, retaining a minority
interest in the venture. Alternatively, Foreland may seek to raise funds through
the sale of equity or debt securities to provide its share of drilling funds and
for other corporate purposes. Foreland does not expect that it will be able to
obtain any additional financing from any source unless and until it is able to
reach agreements acceptable to investors with its various creditors so that
substantially all new money invested will be available for Nevada exploration
and not exposed to claims of current creditors. Foreland cannot predict the
amount of money that may be required to obtain the forbearance or compromise of
the claims of its existing creditors with claims aggregating approximately
$1,220,388. There is no assurance that Foreland will be successful in
accomplishing these tasks. Foreland's current requirements for general and
administrative expenses for 2002 are being advanced monthly by CHL.
Because of its financial condition and the nature and amount of its
creditors' claims, Foreland may be susceptible to an involuntary petition under
the Bankruptcy Act seeking Foreland's liquidation. In addition, if Foreland is
unable to reach satisfactory accommodations with its creditors or immediately
obtain urgently required capital, it may be forced to seek protection under
Chapter 11 of the Bankruptcy Act while it seeks to reorganize its assets and
liabilities.
Inflation
Foreland's activities have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices in general.
Foreland's oil exploration and production activities are generally affected by
prevailing sales prices for oil and the recent significant decreases in oil
prices have caused some activities to be uneconomic.
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PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Three trade creditors have judgments against Foreland in the aggregate
amount of $445,000 for services and materials provided in connection with its
Nevada exploration and drilling activities as follows: Halliburton Energy
Services, Inc. by the District Court, Jefferson County, Colorado, in the amount
of $53,000; Grant Geophysical Corp. by the United States District Court for the
Southern District of Texas, Houston Division, in the amount of $375,000; and
Spidle Sales and Service, Inc., by the Eighth Judicial District Court, Uintah
County, Utah, in the amount of $17,000.
A former employee of Foreland Refining Corporation, a former
subsidiary, filed suit against it and Foreland Corporation for breach of his
employment agreement with such subsidiary, claiming the company owes
approximately one year's pay. William Adair v. Foreland Corporation, et al.,
case no. CV0012192, in the Seventh Judicial District Court of Nevada for White
Pine County. The suit is deemed frivolous insofar as it involves Foreland
because the employee was terminated by the subsidiary after all of the stock of
such subsidiary was surrendered to E.I.F.
On April 3, 2002, the Company filed its answer to the complaint in the
matter entitled Royal Surplus Lines Insurance v. Foreland Corporation,
Gallagher-Braniff, Inc., and John Does, civil no. 1:02CV00022J, filed in the
United States District Court for the District of Utah. Royal Surplus Lines
Insurance seeks to recover a $100,000 payment allegedly made by mistake pursuant
to an insurance policy issued to the Company. The Company asserts that the
payment was not made to it or for its benefit and intends to vigorously defend
the lawsuit.
Other than the matters set forth above, Foreland is not a party to any
material proceeding, and none has been threatened by or, to the best of
Foreland's knowledge, against Foreland.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Cumulative dividends on 200,000 preferred shares, payable at 12% per
year, if, as, and when declared by the board of directors, have not been paid.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The following exhibits are included as part of this report at the
location indicated:
SEC
Exhibit Reference
Number Number Title of Document Location
- --------- --------- ------------------------------------------ ----------------
Item 99 Certifications
- --------- --------- ------------------------------------------ ----------------
99.01 99 Certification Pursuant to 18 U.S.C. This filing
Secion 1350, as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002 (Chief Executive Officer)
99.02 99 Certification Pursuant to 18 U.S.C. This filing
Section 1350, as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002 (Chief Financial Officer)
(b) Reports on Form 8-K: During the quarter ended June 30, 2002,
we did not file any reports on Form 8-K.
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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.
FORELAND CORPORATION
Date: August 23, 2002 By /s/ Bruce C. Decker
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Bruce C. Decker, President
(Principal Executive and Financial Officer)
12