UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OF 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to _________
Platina Energy Group Inc.
____________________________________________________________
(Name of Small Business Issuer in its charter)
Delaware
____________________________________________________________
(State or other jurisdiction of incorporation or organization)
84-1080043IRS
____________________________________________________________
(Employer Identification No.)
1807 Capitol Ave. Suite 101 - I
Cheyenne, WY 82001
____________________________________________________________
(Address of principal executive offices)
(307) 637-3900
____________________________________________________________
(Issuer's telephone number)
____________________________________________________________
(Former name, former address, and former fiscal year, if changed since last
report)
Indicate by check mark whether the Issuer (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 periods 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date:
Common Stock, $.001 Par Value, 18,830,031 shares as of November 12, 2006:
(1)
<page>
Platina Energy Group INC.
(Formerly Federal Security Protection Services, Inc.)
TABLE OF CONTENTS
Page PART I--FINANCIAL INFORMATION
Item 1. Financial Statements------------------------------------------ 3
Consolidated Balance Sheet--------------------------------------------- 3
Consolidated Statement of Operations----------------------------------- 4
Consolidated Statements of Cash Flows---------------------------------- 7
Notes to Financial Statements------------------------------------------ 9
Item 2. Management's Discussion and Analysis or Plan of Operation----- 15
Item 3. Controls and Procedures---------------------------------------- 16
PART II OTHER INFORMATION--------------------------------------------- 16
Item 1. Legal Proceedings------------------------------------------ 16
Item 2. Unregistered Sales of Equity Securities & Use of Proceeds-- 16
Item 3. Defaults Upon Senior Securities---------------------------- 16
Item 4. Submission of Matters to a Vote of Security Holders-------- 16
Item 5. Other Information------------------------------------------ 16
Item 6. Exhibits and Reports--------------------------------------- 16
Signatures------------------------------------------------------------- 17
(2)
<page>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
PLATINA ENERGY GROUP INC.
CONSOLIDATED BALANCE SHEETS
Sept 30
-----------
2006
(Unaudited)
Assets
Current Assets
Cash $ 4,685
Prepaid expense 4,036
-----------
Current assets $ 8,721
Property and equipment (net of accumulated
depreciation of $11,488) $ 45,276
Other assets
Intangible asset subject to amortization 273,036
-----------
Total assets $ 327,033
Liabilities and Stockholders' deficit
Current liabilities
Accounts payable and accrued expenses 48,372
Unearned income 7,400
Accrued compensation due officers 311,000
Notes payable to related parties 473,667
Notes payable - other 165,259
-----------
Total current liabilities 1,005,698
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, par value of $.001,
20,000,000 shares authorized;
70,000 shares designated as Series A, no
shares issued and outstanding. Aggregate
liquidation preference of $100,000. One
share of Series A preferred convertible
into ten shares of common stock. 0
Preferred stock, 100,000 shares designated
Series B, 15,000 shares issued and outstanding.
Aggregate liquidation preference of
$1,500,000. 15
Preferred stock, 10,000 shares designated
Series C and no shares issued and outstanding
at June 30, 2006. Aggregate liquidation
preference of $380,000. 0
Common stock; $.001 par value; 100,000,000
shares authorized; 18,129,731 shares issued
and outstanding. 18,130
Additional paid in capital 5,954,901
Accumulated deficit (6,651,711)
-----------
Total stockholders' deficit (678,665)
Total liabilities and stockholders' deficit $ 327,033
- Unaudited -
The accompanying notes are an integral part of these financial statements
(3)
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PLATINA ENERGY GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
Sept 30, Sept 30, Sept 30, Sept 30,
2006 2005 2006 2005
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(restated) (restated)
Net Revenue $ - $ - $ - $ 4,900
Operating Expenses
Testing costs associated with Thermal Pump - 63,313 - 109,242
General and administrative expenses 58,272 186,448 142,481 373,492
----------- ----------- ----------- -----------
58,272 249,761 142,481 482,734
Loss from operations (58,272) (249,761) (142,481) (477,834)
Other Income (Expense)
Interest expense $ (14,403) $ (10,621) $ (27,177) $ (21,742)
Net Loss $ (72,675) $ (260,382) $ (169,658) $ (499,576)
----------- ----------- ----------- -----------
Per share data
Basic loss per share $ (.000) $ (.001) $ - $ (0.03)
----------- ----------- ----------- -----------
Weighted average common shares
outstanding 17,635,166 17,493,590 17,641,206 15,976,862
----------- ----------- ----------- -----------
- Unaudited -
The accompanying notes are an integral part of these financial statements
(4)
<page>
PLATINA ENERGY GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended Three Months Ended
Sept 30, Sept 30,
2006 2005
----------- -----------
(Unaudited) (Unaudited)
(restated)
Cash Flows from Operating Activities
Net Loss $ (169,658) $ (499,576)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization 24,821 24,823
Depreciation expense 4,055 3,307
Common stock issued for services - 22,000
Changes in assets:
Prepaid expense (4,036) -
Deposits 1,312 (1,312)
Changes in liabilities
Increase (decrease) in accounts payable
and accrued expenses (29,435) 118,984
Increase in accrued compensation
due related parties 36,000 71,000
Increase in short-term borrowings 27,176 21,614
----------- -----------
Net cash provided by (used in) operating activities (109,765) (239,160)
----------- -----------
Cash Flows from Investing Activities
Cash advance for license purchase - (10,000)
Purchase of equipment - (56,764)
----------- -----------
Net cash used in investing activities - (66,764)
----------- -----------
Cash Flows from Financing Activities
Proceeds from sale of common stock 61,250 255,000
Offering costs - (21,450)
Advances from related parties 47,000 111,851
----------- -----------
Net cash provided by financing activities 108,250 283,401
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents (1,515) (22,523)
Cash and Cash Equivalents - Beginning of Period 6,200 24,077
----------- -----------
Cash and Cash Equivalents - End of Period $ 4,685 $ 1,554
----------- -----------
The accompanying notes are an integral part of these financial statements
(5)
<page>
PLATINA ENERGY GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
Three Months Ended Three Months Ended
Sept 30, Sept 30,
2006 2005
----------- -----------
(Unaudited) (Unaudited)
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest Expesne $ - $ -
Income Taxes $ - $ -
Non-Cash financing and Investing information:
On April 6, 2005, the Company completed its purchase of rights and licenses
from Permian Energy Services LP in connection with the marketing of a
certain pump in the oil and gas industry. In consideration for the assets
purchased, the Company agreed to issue 2,250,000 shares of its common stock
and pay $250,000 as evidenced by a promissory note. Of the 2,250.000 shares
issued, 2,025,000 shares were returned in April 2006, pursuant to a settlement
agreement with the Company and Permian Energy Group LP. In addition, the
Company issued a consultant 750,000 in connection with the asset purchase. The
Company did not assign any value to the 2,250,000 shares due to the fact that
the issuance of these shares had no commercial substance. The Company assigned
the value of 750,000 shares at the market price on the effective date of the
asset purchase of $97,500. Therefore the license was valued at $347,500
($250,000 obligation under the note and the fair value of the 750,000 shares
of $97,500 - see Note 3 to the financial statements).
On May 30, 2005, a note holder converted $10,070 of indebtedness due him
by the Company into 53,000 shares of the Company's common stock.
On June 23, 2005, a preferred stockholder converted 10,000 shares of Series
A preferred stock into 100,000 shares of the Company's common stock.
On June 23, 2005, a preferred stockholder converted 3,800 shares of Series
C preferred stock into 380,000 shares of the Company's common stock.
As discussed above, in April 2006, the Company entered into a settlement
agreement with Permian Energy Group LP under which 2,025,000 shares of the
Company's common stock were returned to the Company for cancellation and
paid the LP $53,823 of which $38,923 was charged against the balance owed
the LP for past services and $14,900 was charged to operations. The Company
also agreed to assign the remaining balance of the Obligation due the LP
($227,640, including accrued interest) to a corporation wholly owned by the
Company's President (See Notes 3 and 5 to the financial statements).
In September 2006, 5,000 shares of the Company's Class B Preferred Shares were
converted into 500,000 shares of the Company's common stock.
The accompanying notes are an integral part of these financial statements
(6)
<page>
PLATINA ENERGY GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation and Organization
Organization and Business
Platina Energy Group, Inc. ("the Company"), a Delaware Corporation, was
incorporated on January 19, 1988 as Windom, Inc. After several failed
business attempts, the Company changed its name to Federal Security
Protection Services, Inc. on March 12, 2002 and acquired Iris Broadband,
Inc. on September 6, 2002. The Company reversed its merger with Iris
Broadband, Inc. in 2003 and, as a result, discontinued business operations.
On June 15, 2005, the Company changed its name to Platina Energy Group Inc.
On March 30, 2005, the Company formed Permian Energy International, a Nevada
Corporation and acquired all of its outstanding common stock. On April 6,
2005, the Company completed its purchase of rights and licenses from Permian
Energy Services LP in connection with the marketing of a certain proprietary
thermal pulsing pump in the oil and gas industry. The assets acquired from
the LP were transferred into Permian Energy International.
Basis of Presentation
The accompanying interim financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC") for interim financial reporting. These interim
financial statements are unaudited and, in the opinion of management, include
all adjustments (consisting of normal recurring adjustments and accruals)
necessary to present fairly the balance sheet, operating results and cash
flows for the periods presented in accordance with accounting principles
generally accepted in the United States of America ("GAAP"). Operating results
for the six months ended September 30, 2006 are not necessarily indicative
of the results that may be expected for the year ending March 31, 2007 or
for any other interim period during such year. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with GAAP have been omitted in accordance with the rules and
regulations of the SEC. These interim financial statements should be read
in conjunction with the audited financial statements and notes thereto
contained in the Company's Form 10-K for the year ended March 31, 2006.
The Company's financial statements are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in the
United States of America and have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
in the normal course of business. The Company has sustained operating losses
since its inception (January 19, 1988). In addition, the Company has used
substantial amounts of working capital in its operations. At September 30,
2006 current liabilities exceeded current assets by approximately $997,000,
and the Company has an accumulated deficit amounting to approximately
$6,650,000.
In view of these matters, the continuation of the Company's operations is
dependent on funds advanced by its management and the raising of capital
through the sale of its equity instruments or issuance of debentures.
Management has purchased certain rights and licenses from Permian Energy
Services LP ("Permian"), a related party (see Note 7), in connection with the
marketing of a proprietary thermal pulsing pump in the oil and gas industry.
Although Management believes the marketing of the pump will be successful and
should generate sufficient revenue to fund the Company's future operations,
no assurances can be made that the marketing of the pump will be successful
or that the Company will be able to raise capital through other sources
enabling it to continue funding operations. These financial statements do
not include any adjustments relating to the recoverability and classification
of recorded assets or liabilities that might be necessary should the Company
be unable to continue as a going concern.
Restatement of September 30, 2005 Net Loss
The accompanying statements of operations for the three months and six months
ended September 30, 2005 have been restated to reflect amortization of certain
licensing rights as of September 30, 2005. These licensing rights were
originally capitalized on April 5, 2005 and determined to have an indefinite
useful life. The restated financial statements reflect amortization over an
estimated useful life of seven years (see Note 3).
A reconciliation of the net loss as restated for the three months ended
September 30, 2005 is as follows:
Net loss as originally reported $ (247,971)
Amortization of licensing rights (12,411)
Net loss as restated $ (260,382)
Net loss per share:
As originally reported $ (0.01)
Adjustment for increased expense (0.00)
As restated $ (0.01)
A reconciliation of the net loss as restated for the six months ended
September 30, 2005 is as follows:
Net loss as originally reported $ (474,753)
Amortization of licensing rights (24,823)
Net loss as restated $ (499,576)
Net loss per share:
As originally reported $ (0.03)
Adjustment for increased expense (0.00)
As restated $ (0.03)
In addition, the accompanying consolidated statement of cash flows for the
six months ended September 30, 2005 has been restated to reflect the above
adjustment.
(9)
<page>
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Platina Energy Group Inc. and its wholly owned subsidiary, Permian Energy
International Inc. Intercompany transactions and balances have been eliminated
in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those
estimates.
Cash Equivalents
For purposes of the statements of cash flows, the Company considers cash
equivalents to include highly liquid investments with original maturities of
three months or less.
Property and Equipment
Property and equipment are stated at cost. Major renewals and improvements
are charged to the asset accounts while replacements, maintenance, and repairs
that do not improve or extend the lives of the respective assets are expensed.
At the time property and equipment are retired or otherwise disposed of, the
asset and related accumulated depreciation accounts are relieved of the
applicable amounts. Gains or losses from retirements or sales are credited or
charged to income.
Equipment consisted of the Company's thermal pump (which was acquired in 2005)
and computer and phone equipment, which were depreciated over their estimated
useful lives using the straight-line method. Depreciation expense for the
three months ended September 30, 2006 and 2005 amounted to $2,027 and $2,027,
respectively. Depreciation expense for the six months ended September 30, 2006
and 2005 amounted to $4,055 and $3,307, respectively.
Revenue recognition
The Company recognizes revenue in accordance with Staff Accounting Bulletin
("SAB") No. 101, "Revenue Recognition in Financial Statements," as revised by
SAB No. 104. As such, the Company recognizes revenue when persuasive evidence
of an arrangement exists, title transfer has occurred, the price is fixed or
readily determinable and collectibility is probable. Sales are recorded net
of sales discounts.
In September 2006, the Company entered into an agreement to lease its thermal
pulsing pump for one year at $3,700 per month. Pursuant to the lease
agreement, the Company received an advance payment of $7,400 and is required
to make certain modifications to the pump's vessel. As of September 30, 2006,
the Company incurred $4,036 in costs associated in the vessel upgrade. The
Company will commence recognizing income from this lease upon the delivery and
acceptance of the pump by the lessee. The costs of the vessel upgrade will
commence to be depreciated over the pump's expected useful life upon the
completion of the upgrade.
Long-Lived Assets
The Company accounts for its long-lived assets in accordance with SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
No. 144 requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the historical cost carrying
value of an asset may no longer be appropriate. The Company assesses
recoverability of the carrying value of an asset by estimating the future net
cash flows expected to result from the asset, including eventual
disposition. If the future net cash flows are less than the carrying value
of the asset, an impairment loss is recorded equal to the difference between
the asset's carrying value and fair value or disposable value. As of September
30, 2006, the Company did not deem any of its long-term assets to be impaired.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets and
liabilities are recognized for future tax benefits or consequences attributable
to temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are
expected to be recovered or settled. A valuation allowance is provided for
significant deferred tax assets when it is more likely than not that such
assets will not be realized through future operations.
The Company has total net operating loss carryforwards at September 30,
2006 of approximately $6,650,000 for federal income tax purposes. These net
operating losses have generated a deferred tax asset of approximately
$2,261,000 on which a valuation allowance equaling the total tax benefit has
been provided due to the uncertain nature of it being realized. Net operating
loss carryforwards expire in various years through March 31, 2027 for federal
tax purposes.
(10)
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Net Loss per Share
The Company adopted the provisions of SFAS No. 128, "Earnings Per Share"
("EPS"). SFAS No. 128 provides for the calculation of basic and diluted
earnings per share. Basic EPS includes no dilution and is computed by
dividing income or loss available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution of securities that could share in the earnings
or losses of the entity, arising from the exercise of options and warrants
and the conversion of convertible debt. If such shares were included in
diluted EPS, they would have resulted in weighted-average common shares
of 26,847,438 and 22,809,622 for the three months ended September 30,
2006 and 2005, respectively and 26,853,479 and 22,978,775 for the six
months ended September 30, 2006 and 2005.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents,
accounts payable, accrued expenses, and notes payable. Pursuant to SFAS No.
107, "Disclosures About Fair Value of Financial Instruments," the Company is
required to estimate the fair value of all financial instruments at the
balance sheet date. The Company considers the carrying values of its financial
instruments in the financial statements to approximate their fair values.
Note 3. Acquisition of Licensing Rights
On April 6, 2005, the Company completed its purchase of rights and licenses
from Permian Energy Service LP, a related party, in connection with the
marketing of a certain pump in the oil and gas industry. In consideration
for the assets purchased, the Company originally agreed to issue 2,250,000
shares of its common stock and pay $250,000 as evidenced by a promissory
note with interest accruing at an annual rate of 6%. Under the terms of
the note, accrued interest is due one year from the date of the note and
all principal and additional accrued interest is due two years from the
date of the note. Throughout much of fiscal 2006, the Company was in
dispute with the President of Permian Energy International, Inc. on certain
amounts due to him. The Company valued the intangible assets purchased at
$347,500, which consists of the $250,000 obligation plus the fair value of
the 750,000 shares issued to a consultant in connection with the acquisition.
The Company valued the shares issued as of April 6, 2005 (See Note 5).
In April 2006, the Company entered into a settlement agreement with Permian
Energy Services L.P. and Robert Clark ("Clark"), the former president of
Permian Energy International Inc. Under the terms of the settlement agreement,
the Company has agreed to dismiss its lawsuit against Clark. The Company has
also agreed to pay Clark $53,823 in exchange for Clark returning
the 2,025,000 shares it received under the April 6, 2005 asset purchase
agreement and cancelling the $214,963 obligation due it.
In order to bring the negotiations with Clark to a successful conclusion,
Wyoming Energy Corp. had to return to Permian Energy Services LP, its 10%
ownership interest in the LP. In consideration for the loss of Wyoming's
interest in the LP, the Company transferred its obligation to the LP to
Wyoming under the same terms and conditions. Wyoming Energy Corp. is
wholly-owned by the Company's president.
Clark also agreed not to engage in the business of providing downhole oil
or gas well stimulation as referenced and defined in the PES-BI-Comp
agreement, which was assigned to the Company by Clark in April 2005 pursuant
to the Asset Purchase Agreement for a period of three years.
The Company is amortizing the licensing rights over its expected useful
life of seven years. Amortization expense charged to operations for the
three months ended September 30, 2006 and 2005 amounted to $12,411 and
$12,412, respectively. Amortization expense charged to operations for the
six months ended September 30, 2006 and 2005 amounted to $24,821 and
$24,823, respectively.
Estimated amortization expense for the next five years is as follows:
Year ending September 30,
2007 $ 49,643
2008 49,643
2009 49,643
2010 49,643
2011 49,643
$ 248,215
(11)
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Note 4. Notes Payable - Other
The Company owed five individuals a total of $165,259 as of September 30,
2006, including accrued interest. The loans are assessed interest at an
annual rate of 12% and are evidenced by five separate promissory notes.
Interest charged to operations on these obligations during the three months
ended September 30, 2006 and 2005 totaled $4,814 and $4,130, respectively.
Interest charged to operations on these obligations during the six months
ended September 30, 2006 and 2005 totaled $9,487 and $12,119, respectively.
Under the terms of the modified loan agreements, until the loans and accrued
interest are paid in full, each holder has the right to convert the obligation
due them, including accrued interest, into shares of the Company's common
stock at a price per share equal to the average of the bid price of the
Company's common stock for the thirty day trading period prior to the written
notice of conversion. In May 2005, a note holder converted $10,070 of
indebtedness due him by the Company into 53,000 shares of the Company's common
stock. The five indicated notes matured on February 28, 2006 and are in
default.
Note 5. Due to Related Parties
Note Payable to Affiliate
As discussed in Note 3, Wyoming Energy Corp, a corporation wholly owned by
the Company's President, returned its 10% interest in Permian Energy Services
LP in order to bring the settlement with Permian to a successful conclusion.
In consideration for the loss of Wyoming's interest in the LP, the Company
transferred its obligation to the LP to Wyoming under the same terms and
conditions.
Under the terms of the note, accrued interest is due on April 5, 2006, which
is one year from the date of the note. All principal and additional accrued
interest is due two years from the date of the note. Interest accrued and
charged to operations on this obligation accruing during the three months
ended September 30, 2006 and 2005 totaled $3,465 and $3,224, respectively.
Interest accrued and charged to operations on this obligation accruing during
the six months ended September 30, 2006 and 2005 totaled $6,880 and $6,228,
respectively. The total balance of this obligation at September 30, 2006
was $234,521. The Company failed to pay the accrued interest when due and the
note is currently in default.
Note Payable to Officer
As of September 30, 2006, the Company owed its President for a total of
$239,146 under various loan obligations, including accrued interest. The
loans are assessed interest at an annual rate of 12% and are evidenced by a
promissory note. Interest charged to operations for the three months ended
September 30, 2006 and 2005 on these loans totaled $6,124, and $2,446,
respectively. Interest charged to operations for the six months ended
September 30, 2006 and 2005 on these loans totaled $10,810 and $3,395,
respectively In addition, under the terms of the loans, until the principal
loans balance and accrued interest are paid in full, the President has the
right to convert the obligation due him, including accrued interest, into
shares of the Company's common stock at a price per share equal to the average
of the bid price of the Company's common stock for the thirty day trading
period prior to the written notice of conversion.
During the six months ended June 30, 2006, the Company's President advanced
it a total of $47,000.
(12)
<page>
Note 6. Shareholders' Deficit
Preferred Stock
In September 2006, 5,000 shares of the Company's Series B Preferred Stock were
converted into 500,000 shares of the Company's common stock.
Common Stock
In April 2006, the Company issued a total of 1,225,000 shares of its common
stock in exchange for $61,250.
In April 2006, Clark returned the 2,025,000 shares of the Company's common
stock as required in the April 5, 2006 settlement agreement (See Note 3).
These shares were subsequently cancelled by the Company.
Stock Warrants
At June 30, 2006, there were total warrants outstanding to purchase 1,625,000
shares of common stock at $0.50, and 1,625,000 shares of common stock at
$1.00. There were no warrants issued during the three-months ended June 30,
2006.
Employee Stock Option Plan
On March 25, 2005, the Company established a stock option plan for officers,
directors, employees and consultants. Under the plan, certain options issued
will constitute "Incentive Stock Options" within the meaning of section 422A
of the Internal Revenue Code, and other options issued will be deemed
nonstatutory. The Company's Board of Directors is responsible for the plan and
the granting of the options. The number of common shares reserved to be issued
through the plan is 3,000,000. Options are exercisable for as period up to ten
years from the date of grant. The Company's Board of Directors decides the
actual term of each option. Options granted to employees are subject to a
vesting schedule based upon the number of years of continuous service that
the employee has with the Company from the grant date of the respective
option. After three years of continuous service from the date of grant, the
respective options held by an employee are fully vested. The price for shares
issued through the exercise of incentive stock options are at fair market
value for all employees with the exception of employees who are significant
shareholders, who will pay no less than 110% of market value. The price for
shares issued through the exercise of nonstatutory options shall be decided by
the Company's Board, but at a price no less than 100% of the shares market
value at date of grant.
As of September 30, 2006, the Company had outstanding stock options granted
to its management to purchase 3,525,000 shares of the Company's common stock
at a price of $.15 per share. The options expire in April 2007.
Option activity for the six months ended September 30, 2006 is as follows:
Weighted
Average
Options Exercise
Outstanding Price
Balance - March 31, 2006 3,525,000 $ .15
Options issued -
Options cancelled -
-----------
Balance - September 30, 2006 3,525,000 $ .15
(13)
<page>
Note 7. Related Parties
Stock Options
The Company had granted stock options to related parties to purchase shares
of the Company common stock. As of September 30, 2006, the 3,525,000 stock
options outstanding were all issued to related parties (see Note 6).
Noncash Transactions
For the three months ended September 30, 2006 and 2005, the Company accrued
$18,000 and $36,000, respectively, for compensation due its officers for
services rendered. For the six months ended September 30, 2006 and 2005, the
Company accrued $36,000 and $76,534, respectively, for compensation due its
officers for services rendered. The balances due to these officers at
September 30, 2006 totaled $311,000.
Note 8. Commitments and Contingencies
Operating Leases
The Company leases its Cheyenne office on a month-to-month basis, payable in
monthly installments of $1,312 per month. Rent expense for three months ended
September 30, 2006 and 2005 was $894 and $6,917, respectively. Rent expense
for six months ended September 30, 2006 and 2005 was $3,936 and $12,467,
respectively. The Cheyenne lease expired in July 2006 and the Company is
currently seeking suitable office space to lease.
Note 9. Subsequent Events
On October 14, 2006, the Company issued 3,600 shares of its Series C Preferred
Stock in exchange for an option to acquire certain oil and gas leases in Lloyd
and Briscoe Counties, Texas.
On October 15, 2006, the Company issued 700,300 shares of its common stock to
a Noteholder who elected to convert the amount of indebtedness due him
totaling $35,015.
On October 27, 2006, the Company entered into an agreement to purchase an oil
and gas lease to thirty to thirty five drilling locations on approximately
1,600 acres in the Devonian Black Shale formation located in the Appalachian
Basin in East Tennessee. In consideration for the assets purchased, the
Company agreed to issue 22,500 shares of its Series B Preferred Stock to
seller. The closing of the transaction as set forth in the Agreement is
scheduled on or before November 30, 2006. However, if the Company does not
have $1,000,000 to fund the development of the assets purchased by March
31, 2007, the seller has the right to reverse the transaction.
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Item 2. Management's Discussion and Analysis or Plan of Operations
THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL
FACT. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-
LOOKING TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.
THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE
BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY
MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING
RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY,
OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE
SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE,
INDUSTRY, AND OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND
INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND
SELECTING ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE
EXERCISE OF JUDGMENT. TO THE EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE
OUTCOME MAY VARY SUBSTANTIALLY FROM ANTICIPATED OR PROJECTED RESULTS, AND,
ACCORDINGLY, NO OPINION IS EXPRESSED ON THE ACHIEVABILITY OF THOSE FORWARD-
LOOKING STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS
RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING
INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE ANY SUCH
FORWARD-LOOKING STATEMENTS.
CRITICAL ACCOUNTING POLICIES
Our Management's Discussion and Analysis or Plan of Operation section
discusses our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those
related to revenue recognition, accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources, accruals for
other costs, and the classification of net operating loss and tax credit
carry forwards between current and long-term assets. These accounting policies
are more fully described in the notes to the financial statements included in
our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2006.
The first critical accounting policy relates to revenue recognition. The
Company will recognize income from its equipment lease uniformly over the
term of the underlying lease.
The second critical accounting policy relates to the valuation of non-monetary
consideration issued for services rendered. The Company values all services
rendered in exchange for its common stock at the quoted price of the shares
issued at date of issuance or at the fair value of the services rendered,
which ever is more readily determinable. All other services provided in
exchange for other non-monetary consideration is valued at either the fair
value of the services received or the fair value of the consideration
relinquished, whichever is more readily determinable.
The third critical accounting policy relates to the valuation of the
Company's long-term assets. The Company accounts for its long-lived assets
in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets." SFAS No. 144 requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the historical cost carrying value of an asset may no longer be
appropriate. The Company assesses recoverability of the carrying value of
an asset by estimating the future net cash flows expected to result from the
asset, including eventual disposition. If the future net cash flows are less
than the carrying value of the asset, an impairment loss is recorded equal to
the difference between the asset's carrying value and fair value or disposable
value.
OVERVIEW
Platina Energy Group, Inc. ("the Company"), a Delaware Corporation, was
incorporated on January 19, 1988 as Windom, Inc. After several failed business
attempts, the Company changed its name to Federal Security Protection
Services, Inc. on March 12, 2002 and acquired Iris Broadband, Inc. on
September 6, 2002, allowing the Company to become a full-service managed
security services company and a secure Internet Protocol ("IP") network
services provider. In 2003, the Company reversed its merger with Iris
Broadband, Inc. and, as a result, discontinued business operations. On June
15, 2005, the Company changed its name to Platina Energy Group Inc. after
acquiring the rights and licenses to marketing certain a proprietary thermal
pulsing pump which will be utilized in the oil and gas industry.
Subsequent to the acquisition of the rights and licenses to the TPU (Thermal
Pulse Unit), the Company initiated efforts in seeking possible acquistions
of oil and gas properties that in management's opinion, would provide
revenue and profit generating opportunties. Pursuant to management's goal
of acquiring said properties, management identified several potential
candidates and On October 14, 2006, the Company issued 3,600 shares of its
Series C Preferred Stock in exchange for an option to acquire certain oil
and gas leases in Lloyd and Briscoe Counties, Texas.
On October 27, 2006, the Company entered into an agreement to purchase
an oil and gas lease to thirty to thirty five drilling locations on
approximately 1,600 acres in the Devonian Black Shale formation located
in the Appalachian Basin in East Tennessee (said lease prospects are
contained in the P Hawkins Gas Project). An engineering report produced
by C. G. Collins (independant Petroleum Engineer) states that the
production in the P Hawkins Gas Project area comes from the Devonian Black
Shale. The report further sates that most of the larger gas companies in
America grew to their existing levels by producing gas from this formation
including companies such as Columbia, Equitable, United States Steel,
KY ~ West Virginia and Wiser.
In consideration for the assets purchased, the Company agreed to issue 22,500
shares of its Series B Preferred Stock to seller. The closing of the
transaction as set forth in the Agreement is scheduled on or before November
30, 2006. However, if the Company does not have $1,000,000 to fund the
development of the assets purchased by March 31, 2007, the seller has the
right to reverse the transaction.
As of November 13th, 2006 the Company's corporate headquarters is located
on 1807 Capitol Ave. Suite 101 - I, Cheyenne, WY 82001
Results of Operations for the Three Months Ended September 30 2006 and 2005
Revenues for the three-months ended September 30, 2006 and 2005 totaled $0
and $0, respectively.
Operating expenses for the three-months ended September 30, 2006 totaled
$58,272, which primarily consisted of salaries and related costs to non-
officers totaling $17,561, accrued compensation to its officers totaling
$18,000, accounting and legal fees of $17,741, depreciation and amortization
of $14,439, and other general and administrative expenses totaling $8,272.
Restated operating expenses for the three-months ended September 30, 2005
totaled $249,761, of which $63,313 pertains to costs incurred in testing and
evaluating the thermal pump. General and administrative expenses for the
three-months ended September 30, 2005 of $186,448 consisted of amortization
expense of $12,411, accrued compensation to its officers totaling $36,000,
salaries and wages of $17,511, consulting fees of $37,000, accounting fees
of $14,069, legal fees of $18,543, equipment rental of $7,336, transportation
expenses of $3,870, office rent of $6,917, insurance expense of $5,547,
contract labor of $4,620, supplies of $4,302 and other general and
administrative expenses totaling $18,322.
Accrued interest charged to operations for the three-months ended September
30, 2006 and 2005 amounted to $14,403 and $10,621, respectively.
Results of Operations for the Six Months Ended September 30 2006 and 2005
Revenues for the six-months ended September 30, 2006 was $0 as compared to
$4,900 earned during the same six-month period in the previous year. The
revenues generated in 2005 were derived from the utilization of its thermal
pump.
Operating expenses for the six-months ended September 30, 2006 totaled
$142,481, which primarily consisted of salaries and related costs to non-
officers totaling $32,400, accrued compensation to its officers totaling
$36,000, accounting and legal fees of $33,748, depreciation and amortization
of $28,876, office rent of $4,830, and other general and administrative
expenses totaling $6,627.
Restated operating expenses for the six-months ended September 30, 2005
totaled $499,576, of which $109,242 pertains to costs incurred in testing and
evaluating the thermal pump. General and administrative expenses for the six-
months ended September 30, 2005 of $373,492 consisted of amortization expense
of $24,823, accrued compensation to its officers totaling $81,000, salaries
and wages of $46,082, consulting fees of $42,000, accounting fees of $29,683,
public relations expense of $14,484, legal fees of $30,214, equipment rental
of $18,387, transportation expenses of $9,341, insurance expense of $7,799,
supplies of $5,068, office rent of $12,467, contract labor of $10,620, travel
expenses of $7,619 and other general and administrative expenses totaling
$33,905.
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LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2006, the Company had current assets of $8,721, consisting
of cash of $4,685 and the prepayment of $4,036 in connection with the cost of
upgrading its Thermal Pump's engine . The Company also had equipment with a
net book value of $45,276 and licensing rights of $273,036, net of
amortization. Total assets at September 30, 2006 amounted to $327,033.
As of September 30, 2006, the Company had current liabilities of $1,005,698.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
In September 2006, the Company converted 5,000 shares of its Class B
Preferred Stock into 500,000 shares of its common stock.
On October 2006, the Company issued 700,300 shares of its common stock to a
Noteholder who elected to convert the amount of indebtedness due him totaling
$35,015.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 10-QSB
(a) Exhibit 31 - Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(b) Exhibit 32 - Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(16)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Date: November 14, 2006 PLATINA ENERGY GROUP, INC.
(Registrant)
Blair Merriam
Chief Executive Officer, President, Chief Financial Officer,
(Principal Accounting Officer) and Director
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(17)