UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2009
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number 0-52725
Northern Empire Energy Corp.
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(Exact name of registrant as specified in its charter)
Nevada 20-4765268
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(State of incorporation) (I.R.S. Employer ID No.)
118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (403) 456-2333
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes[_] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed fiscal
year.:
The aggregate market value of the issuer's common stock held by non-affiliates
of the registrant as of November 18, 2009, was approximately $1,130,886, based
on $0.40, the price at which the registrant's common stock was last sold on
that date.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
Number of shares of common stock outstanding as of April 14, 2010:
20,827,216 shares common stock, par value $0.001.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 19
ITEM 3. LEGAL PROCEEDINGS 19
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 20
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 21
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 27
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 28
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 28
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 30
ITEM 11. EXECUTIVE COMPENSATION 32
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 35
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 37
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 37
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 39
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking statements" for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of
the plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or
belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of
the dates on which they are made. We do not undertake to update forward-
looking statements to reflect the impact of circumstances or events that
arise after the dates they are made. You should, however, consult further
disclosures we make in future filings of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially
from those projected or assumed in any of our forward-looking statements. Our
future financial condition and results of operations, as well as any forward-
looking statements, are subject to change and inherent risks and
uncertainties. The factors impacting these risks and uncertainties include,
but are not limited to:
o inability to raise additional financing for working capital;
o ability to increase our production of oil and natural gas income through
exploration and development;;
o the number of well locations to be drilled and the time frame within
which they will be drilled;
o deterioration in general or regional economic, market and political
conditions;
o the timing and extent of changes in commodity prices for natural gas and
crude oil;
o the fact that our accounting policies and methods are fundamental to how
we report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o ability to recruit and hire key employees;
o inability of management to effectively implement our strategies and
business plans; and
o other risks and uncertainties detailed in this report.
In this form 10-K references to "Northern Empire Energy Corp.", "the
Company", "we," "us," and "our" refer to Northern Empire Energy Corp.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the
SEC's website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100
F Street, NE, Washington, DC 20549 on official business days between the
hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for
further information on the operations of the public reference facilities. We
will provide a copy of our annual report to security holders, including
audited financial statements, at no charge upon receipt to of a written
request to us at Northern Empire Energy Corp., 118 8th Ave. NW, Calgary,
Alberta T2M 0A4, Canada.
4
PART I
ITEM 1. BUSINESS
History and Organization
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The Company was organized April 24, 2006 (Date of Inception) under the laws
of the State of Nevada, as Political Calls, Inc. The original business
plan of the Company consisted of marketing telephone broadcasting messages
for political campaigns. On November 17, 2008, the Board of Directors and
the majority vote of the Company's shareholders voted and approved a name
change of the Company from Political Calls, Inc. to Northern Empire Energy
Corp., to better reflect the Company's new business direction.
Our common stock is quoted for trading on the OTC Bulletin Board under the
symbol NOEE. Our principal executive offices are located at 118 8th Ave. NW,
Calgary, Alberta T2M 0A4, Canada. Our telephone number is (403) 456-2333.
Our Business
- ------------
Northern Empire Energy Corp. is an emerging oil and gas exploration company
that focuses on the acquisition of oil and natural gas interests; including
leases, wells, mineral rights, working interests, royalty interests,
overriding royalty interests, net profits interests, and production payments
in Canada. We intend to pursue prospects in partnership with other companies
with exploration, development and production expertise. We will also pursue
alliances with partners in the areas of geological and geophysical services
and prospect generation, evaluation and prospect leasing. The acquisition,
drilling and development of oil and gas is capital intensive and the level of
performance and outcome attainable by an oil and gas company is proportional
to the amount of available capital. Therefore, a principal part of our plan
of operations is to acquire the additional capital required to finance our
future operations.
Business Strategy
- -----------------
In pursuing our operations strategy, our primary focus will be directed
towards the following:
Exploration Activities.
We intend to conduct exploration and development programs to grow proven
reserves, production and cash flow. We participate by acquiring working
interests in our projects and we continually review opportunities generated
by industry partners.
5
Strategic Acquisitions.
We plan to review opportunities to acquire (i) producing properties in our
target areas that contain proved reserve value as well as meaningful
exploitation and exploration upside potential; and (ii) small to mid-size
energy companies that, along with our current management expertise, would
display profitability, strong revenue growth and significant cash flows.
We intend to use the services of independent consultants and contractors to
perform various professional services, including reservoir engineering, land,
legal, and environmental services. As a non-operator working interest owner,
we intend to rely on the services private contractors to drill, produce and
market our natural gas and oil.
Seasonality
The exploration for oil and natural gas reserves depends on access to areas
where operations are to be conducted. Seasonal weather variations, including
freeze-up and break-up affect access in certain circumstances. Natural gas is
used principally as a heating fuel and for power generation. Accordingly,
seasonal variations in weather patterns affect the demand for natural gas.
Depending on prevailing conditions, the prices received for sales of natural
gas are generally higher in winter than summer months, while prices are
generally higher in summer than spring and fall months.
Our Exploration Property
- ------------------------
On December 16, 2009 the Company entered into a "Formal Option to Purchase
and Sale Agreement of Petroleum and Natural Gas Rights" with Angels
Exploration Fund, Inc., an Alberta Corporation.
Northern Empire Energy Corp. agreed to purchase from Angels Exploration
Fund Inc. certain petroleum and natural gas rights within the Province of
Alberta for a total purchase price of $469,400. ($500,000.00 Canadian
Dollars).
On January 27, 2010, the Company announced it has acquired 100% of the
Petroleum and Natural Gas lease rights on nine sections in the Redwater
Region, north-east of Edmonton Alberta, Canada.
The Waskatenau Prospect consists of 9 sections (5760 acres) located 15 miles
North East of the giant Redwater Oil Field. Several (12) Geophysical targets
have been identified throughout the Wasatenau Prospect, the Company's 2010
Exploration Program plans to define and prioritze these targets.
The Redwater Atoll Reef is classified as one of the major petroleum fields in
the world, of Leduc age and a prolific oil reservoir. In excess of 700
million barrels of oil have been produced from the Redwater oil field to
date.
6
Separately, after completing a detailed geological, geophysical and seismic
review, including current project economics, the Company has decided it is
not in its best interests to proceed with its option to earn a 45% interest
in the Turin Prospect.
Competition
- -----------
The oil and natural gas industry is highly competitive. This includes but is
not limited to:
o locating and acquiring exploratory drilling prospects,
o locating and acquiring economically desirable producing properties; and
o finding equipment and labor to operate and maintain their properties.
Properties in which we may acquire an interest will encounter strong
competition from other oil and gas producers, including many that will possess
substantially greater financial resources than us. Competition could reduce
the availability of properties of merit or increase the cost of acquiring the
properties.
We will be competing with other oil and gas exploration companies for financing
from a limited number of investors that are prepared to make investments in
junior oil and gas exploration companies. The presence of competing oil and
gas exploration companies may impact our ability to raise the necessary
capital to fund the acquisition and exploration programs if investors view
investments in competitors as more attractive based on the merit of the oil
and gas properties and the price of the investment offered to investors.
Northern Empire Energy Corp. Funding Requirements
- -------------------------------------------------
We do not have sufficient capital to fully develop our business plan.
Management anticipates Northern Empire Energy Corporation will require to
raise at least $2,000,000. There is no assurance that we will have revenue in
the future or that we will be able to secure the necessary funding to develop
our business. Without additional funding, it is most likely that our business
model will not succeed, and we shall be forced to curtail or even cease our
operations.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition.
7
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
- ---------------------------------------------------------------------
We regard our future patents, trademarks, copyrights, domain names, trade
dress, trade secrets, proprietary technologies, and similar intellectual
property as important to our success, and we plan to rely on patent, trademark
and copyright law, trade-secret protection, and confidentiality and/or license
agreements with our employees, customers, partners, suppliers and others to
protect our proprietary rights.
We plan to enter into confidentiality agreements with its future employees,
future suppliers and future consultants and in connection with its license
agreements with third parties and generally seeks to control access to and
distribution of its technology, documentation and other proprietary
information. Despite these precautions, it may be possible for a third party
to copy or otherwise obtain and use the Company's proprietary information
without authorization or to develop similar technology independently.
There can be no assurance that the steps taken by the Company will prevent
misappropriation or infringement of its proprietary information, which could
have a material adverse effect on the Company's business, results of
operations and financial condition. Litigation may be necessary in the
future to enforce the Company's intellectual property rights, to protect the
Company's trade secrets or to determine the validity and scope of the
proprietary rights of others. Such litigation might result in substantial
costs and diversion of resources and management attention. Moreover, from
time to time, the Company may be subject to claims of alleged infringement by
the Company or service marks and other intellectual property rights of third
parties. Such claims and any resultant litigation, should it occur, might
subject the Company to significant liability for damages, might result in
invalidation of the Company's proprietary rights and, even if not meritorious,
could result in substantial costs and diversion of resources and management
attention and could have a material adverse effect on the Company's business,
results of operations and financial condition.
Research and Development Activities and Costs
- ---------------------------------------------
We did not incur any research and development cost during the calendar year
ending December 31, 2009.
8
Government Regulation
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Our operations are subject to regulation under a wide range of provincial,
state and federal statutes, rules, orders and regulations. State and federal
statutes and regulations govern, among other matters, the amounts and types of
substances and materials that may be released into the environment, the
discharge and disposition of waste materials, the reclamation and abandonment
of wells and facility sites and remediation of contaminated sites. They also
require permits for drilling operations, drilling bonds and reports concerning
operations.
In the regions where we plan to conduct exploration activities, and other
localities where we may acquire properties, may have regulations governing
conservation matters, including provisions for the unitization or pooling of
oil and natural gas properties, the establishment of maximum rates of
production from oil and natural gas wells and the regulation of the spacing,
plugging and abandonment of wells. The effect of these regulations is to
limit the amount of oil and natural gas we can produce from our wells, if
any, and to limit the number of wells or the locations at which we can
drill. Moreover, each governmental agency generally imposes an ad valorem,
production or severance tax with respect to the production and sale of crude
oil, natural gas and gas liquids within its jurisdiction.
Compliance With Environmental Laws
- ----------------------------------
Our exploration, production and marketing operations are regulated
extensively at the federal, state, provincial and local levels. These
regulations affect the costs, manner and feasibility of our operations. We
are subject to federal, state, provincial and local regulation regarding the
discharge of materials into, and protection of, the environment. We have no
material outstanding site restoration or other environmental liabilities, and
we do not anticipate that we will incur any material environmental liabilities
with respect to our properties in the future. We believe we utilize operating
practices that are environmentally responsible and meet, or exceed, regulatory
requirements with respect to environmental and safety matters. Despite the
above, however, we may be required to make significant expenditures in our
efforts to comply with the requirements of these environmental regulations,
which may impose liability on us for the cost of pollution clean-up resulting
from operations, subject us to liability for pollution damages and require
suspension or cessation of operations in affected areas. Changes in or
additions to regulations regarding the protection of the environment could
increase our compliance costs and might adversely affect our business.
We are subject to state, provincial and local regulations that impose
permitting, reclamation, land use, conservation and other restrictions on our
ability to drill and produce. These laws and regulations can require well
and facility sites to be closed and reclaimed. Failure to comply with these
laws can result in the loss of the mineral prospect and damages for improper
treatment of the environment.
9
We did not incur any material costs relating to our compliance with federal,
state, provincial or local laws during the year ended December 31, 2009.
Employees
- ---------
We have no full-time employees at the present time. Our officers and
directors are responsible for all planning, developing and operational duties,
and will continue to do so throughout the early stages of our growth.
We have no intention of hiring employees until the business has been
successfully launched.
10
Item 1A. Risk Factors.
RISK FACTORS RELATING TO OUR COMPANY
------------------------------------
1. SINCE WE ARE A DEVELOPMENT COMPANY, THERE ARE NO ASSURANCES THAT OUR
BUSINESS PLAN WILL EVER BE SUCCESSFUL.
Our company was incorporated on February 23, 2007. Since our inception, we
realized $19,491 in revenues and lost $(2,237,991). We have no solid
operating history upon which an evaluation of our future prospects can be
made. Based upon current plans, we expect to incur operating losses in
future periods as we incur significant expenses associated with the initial
startup of our business. Further, there are no assurances that we will be
successful in realizing added revenues or in achieving or sustaining positive
cash flows. Any such failure could result in the possible closure of our
business or force us to seek additional capital through loans or additional
sales of our equity securities to continue business operations, which would
dilute the value of any shares you purchase in this distribution.
2. WE HAVE YET TO ATTAIN PROFITABLE OPERATIONS AND BECAUSE WE WILL NEED
ADDITIONAL FINANCING TO FUND OUR ACTIVITIES, OUR ACCOUNTANTS BELIEVE THERE IS
SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN.
The Company has prepared financial statements for the year-end December 31,
2009 reporting that the Company is in its developmental stages. Its ability
to continue to operate as a going concern is fully dependent upon the Company
obtaining sufficient financing to continue its development and operational
activities. The ability to achieve profitable operations is in direct
correlation to the Company's ability to raise sufficient financing. It is
important to note that even if the appropriate financing is received, there is
no guarantee that the Company will ever be able to operate profitably or
derive any significant revenues from its operation. The Company could be
required to raise additional financing to fully implement its entire business
plan.
It is also important to note that the Company anticipates that it will incur
losses and negative cash flow over the next twelve (12) months. There is no
guarantee that the Company will ever operate profitably or even receive
positive cash flows from full operations.
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3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE GENERATED NO REVENUE.
We have generated no revenues from our oil and gas business, we are expect
losses over the next twelve (12) months since we have no revenues to offset
the expenses associated in executing our business plan. We cannot guarantee
that we will ever be successful in generating revenues in the future. We
recognize that if we are unable to generate revenues, we will not be able to
earn profits or continue operations as a going concern. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations.
4. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
As of December 31, 2009, the Company had $35,855 in working cash and
equivalents. The Company plans to hire outside contractors to begin drilling
for oil on its leased property in Alberta, Canada. These plans
will require additional capital. The Company needs to raise at least
$2,000,000 in order to implement its business plan. The Company does not have
enough funds to even partially implement its business plan. Failure to raise
adequate capital and generate adequate sales revenues to meet our obligations
and develop and sustain our operations could result in reducing or ceasing our
operations.
Additionally, even if we do raise sufficient capital and generate revenues to
support our operating expenses, there can be no assurances that the revenue
will be sufficient to enable us to develop business to a level where it will
generate profits and cash flows from operations. These matters raise
substantial doubt about our ability to continue as a going concern. Our
independent auditors currently included an explanatory paragraph in their
report on our financial statements regarding concerns about our ability to
continue as a going concern.
5. THE POTENTIAL PROFITABILITY OF OIL AND GAS VENTURES DEPENDS UPON FACTORS
BEYOND THE CONTROL OF OUR COMPANY.
The potential profitability of oil and gas properties is dependent upon many
factors beyond our control. For instance, world prices and markets for oil
and gas are unpredictable, highly volatile, potentially subject to
governmental fixing, pegging, controls, or any combination of these and other
factors, and respond to changes in domestic, international, political, social,
and economic environments. Additionally, due to worldwide economic
uncertainty, the availability and cost of funds for production and other
expenses have become increasingly difficult, if not impossible, to project.
In addition, adverse weather conditions can also hinder drilling operations.
These changes and events may materially affect our financial performance.
These factors cannot be accurately predicted and the combination of these
factors may result in our company not receiving an adequate return on
invested capital.
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6. OUR MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND
TO MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE ANY ANTICIPATED
BENEFITS OF THESE ACQUISITIONS.
Our future results will depend in part on our success in implementing our
acquisition strategy. This strategy is limited to effecting acquisitions of
profitable energy services companies or the acquisition of land leases to
explore for oil. Our ability to implement this strategy will be dependent on
our ability to identify, consummate and successfully assimilate acquisitions
on economically favorable terms. In addition, acquisitions involve a number
of special risks that could adversely effect our operating results, including
the diversion of management's attention, failure to retain key acquired
personnel, risks associated with unanticipated events or liabilities, legal,
accounting and other expenses associated with the each acquisition, some or
all of which could increase our operating costs, reduce our revenues and cause
a material adverse effect on our business, financial condition and results of
operations.
7. THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS
FACTORS BEYOND OUR CONTROL.
The marketability of natural resources which may be acquired or discovered by
us will be affected by numerous factors beyond our control. These factors
include market fluctuations in oil and gas pricing and demand, the proximity
and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of oil and gas and environmental protection
regulations. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in us not receiving an
adequate return on invested capital to be profitable or viable.
8. AS OUR PROPERTIES ARE IN THE EXPLORATION STAGE, THERE CAN BE NO ASSURANCE
THAT WE WILL ESTABLISH COMMERCIAL DISCOVERIES ON OUR PROPERTIES.
Exploration for economic reserves of oil and gas is subject to a number of
risk factors. Few properties that are explored are ultimately developed into
producing oil and/or gas wells. Our properties are in the exploration stage
only and are without proven reserves of oil and gas. We may not establish
commercial discoveries on any of our properties.
13
9. THE OIL AND GAS INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE
THAT WE WILL BE SUCCESSFUL IN ACQUIRING LEASES.
The oil and gas industry is intensely competitive. We compete with numerous
individuals and companies, including many major oil and gas companies, which
may have substantially greater technical, financial and operational resources
and staffs. Accordingly, there is a high degree of competition for desirable
oil and gas leases, suitable properties for drilling operations and necessary
drilling equipment, as well as for access to funds. We cannot predict if the
necessary funds can be raised or that any projected work will be completed.
Our budget anticipates our acquisition of additional land the Alberta area.
This acreage may not become available or if it is available for leasing, that
we may not be successful in acquiring these leases.
We are also subject to competition in the attraction and retention of
employees. Many of our competitors have greater financial resources and can
offer employees compensation packages that are difficult for us to compete
with.
10. WE DEPEND UPON OUR EXECUTIVE OFFICERS AND KEY PERSONNEL.
Our performance depends substantially on the performance of our executive
officers. Our chief executive officer is the inventor of the process and
formulas used to contract manufacture the future products to be sold by us.
We anticipate that he will be the developer of any additional products that
we plan to add to our product line. The loss of services of our chief
executive officer could have a material adverse effect on our business,
revenues, and results of operations or financial condition. We do not
maintain key person life insurance on the lives of our officers or key
employees.
The success of our business in the future will depend on our ability to
attract, train, retain and motivate high quality personnel. Competition for
talented personnel is intense, and we may not be able to continue to attract,
train, retain or motivate other highly qualified technical and managerial
personnel in the future. In addition, market conditions may require us to
pay higher compensation to qualified management and technical personnel than
we currently anticipate. Any inability to attract and retain qualified
management and technical personnel in the future could have a material
adverse effect on our business, prospects, financial condition, and/or
results of operations.
14
11. OIL AND GAS OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION WHICH MAY
CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE
ANTICIPATED CAUSING AN ADVERSE EFFECT ON OUR COMPANY.
Oil and gas operations are subject to federal, state, provincial and local
laws relating to the protection of the environment, including laws regulating
removal of natural resources from the ground and the discharge of materials
into the environment. Oil and gas operations are also subject to federal,
state, provincial and local laws and regulations which seek to maintain health
and safety standards by regulating the design and use of drilling methods and
equipment. Various permits from government bodies are required for drilling
operations to be conducted; no assurance can be given that such permits will
be received. Environmental standards imposed by federal, provincial, or
local authorities may be changed and any such changes may have material
adverse effects on our activities. Moreover, compliance with such laws may
cause substantial delays or require capital outlays in excess of those
anticipated, thus causing an adverse effect on us. Additionally, we may be
subject to liability for pollution or other environmental damages. To date
we have not been required to spend any material amount on compliance with
environmental regulations. However, we may be required to do so in future
and this may affect our ability to expand or maintain our operations.
12. EXPLORATION AND PRODUCTION ACTIVITIES ARE SUBJECT TO CERTAIN
ENVIRONMENTAL REGULATIONS WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR
CONTINUANCE OF OUR OPERATIONS.
In general, our exploration and production activities are subject to certain
federal, state, provincial and local laws and regulations relating to
environmental quality and pollution control. Such laws and regulations
increase the costs of these activities and may prevent or delay the
commencement or continuance of a given operation. Compliance with these laws
and regulations has not had a material effect on our operations or financial
condition to date.
Specifically, we are subject to legislation regarding emissions into the
environment, water discharges and storage and disposition of hazardous wastes.
In addition, legislation has been enacted which requires well and facility
sites to be abandoned and reclaimed to the satisfaction of state authorities.
However, such laws and regulations are frequently changed and we are unable to
predict the ultimate cost of compliance. Generally, environmental
requirements do not appear to affect us any differently or to any greater or
lesser extent than other companies in the industry. We believe that our
operations comply, in all material respects, with all applicable environmental
regulations. Our operating partners maintain insurance coverage customary to
the industry; however, we are not fully insured against all possible
environmental risks.
15
13. OUR PRINCIPAL OFFICER/DIRECTOR OWNS A CONTROLLING INTEREST IN OUR
VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH
COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.
Our principal officer/director, in the aggregate, beneficially owns
18,000,000 common shares in the Company and has the right to vote
approximately 86.4% of our outstanding common stock. As a result, this
stockholder will have the ability to control matters submitted to our
stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these individuals have the
ability to influence all matters requiring shareholder approval, including the
election of directors and approval of significant corporate transactions. In
addition, the future prospect of sales of significant amounts of shares held by
our director and executive officer could affect the market price of our common
stock if the marketplace does not orderly adjust to the increase in shares in
the market and the value of your investment in the company may decrease.
Management's stock ownership may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us, which in turn
could reduce our stock price or prevent our stockholders from realizing a
premium over our stock price.
RISKS RELATING TO OUR COMMON SHARES
-----------------------------------
14. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 195,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common stock
held by our then existing shareholders. We may value any common stock issued
in the future on an arbitrary basis. The issuance of common stock for future
services or acquisitions or other corporate actions may have the effect of
diluting the value of the shares held by our investors, and might have an
adverse effect on any trading market for our common stock.
16
15. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(a) that a broker or dealer approve a person's account for transactions in
penny stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form: (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our Common shares and cause a decline in the market
value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in
penny stocks.
16. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
17
17. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
preferred stock. Accordingly, our board of directors will have the authority
to fix and determine the relative rights and preferences of preferred shares,
as well as the authority to issue such shares, without further stockholder
approval. As a result, our board of directors could authorize the issuance of
a series of preferred stock that would grant to holders preferred rights to our
assets upon liquidation, the right to receive dividends before dividends are
declared to holders of our common stock, and the right to the redemption of
such preferred shares, together with a premium, prior to the redemption of
the common stock. To the extent that we do issue such additional shares of
preferred stock, your rights as holders of common stock could be impaired
thereby, including, without limitation, dilution of your ownership interests
in us. In addition, shares of preferred stock could be issued with terms
calculated to delay or prevent a change in control or make removal of
management more difficult, which may not be in your interest as holders of
common stock.
18. WE HAVE INCURRED INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY.
As a public company, we have incurred significant legal, accounting and other
expenses that we did not incur as a private company. In addition, the
Sarbanes-Oxley Act of 2002, as well as related rules adopted by the Securities
and Exchange Commission, has imposed substantial requirements on public
companies, including certain corporate governance practices and requirements
relating to internal control over financial reporting. We expect these rules
and regulations to increase our legal and financial compliance costs and to
make some activities more time-consuming and costly. In addition, in the
future we will be required to document, evaluate, and test our internal
control procedures under Section 404 of the Sarbanes-Oxley Act and the
related rules of the Securities and Exchange Commission which will be costly
and time consuming. Effective internal controls are necessary for us to
produce reliable financial reports and are important in helping prevent
financial fraud. If we are unable to achieve and maintain adequate internal
controls, our business and operating results could be harmed.
18
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our corporate headquarters are located at 118 8th Ave. NW, Calgary, Alberta
T2M 0A4, Canada. We believe our current office space is adequate for our
immediate needs; however, as our operations expand, we may need to locate and
secure additional office space.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
19
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
Northern Empire Energy Corp. common stock, $0.001 par value, is traded on
the OTC-Bulletin Board under the symbol: NOEE. The stock was cleared for
trading on the OTC-Bulletin Board on October 16, 2007 under the name
Political Calls, Inc.
Since the Company has been cleared for trading, through April 14, 2010,
there have been limited trades of the Company's stock. The last trade on the
stock took place on November 18, 2009 at $0.40. There are no assurances that a
market will ever develop for the Company's stock.
(b) Holders of Common Stock
As of April 14, 2010, there were approximately fifty-three (53) holders of
record of our Common Stock and 18,423,100 shares outstanding.
(c) Holders of Preferred Stock.
On April 24, 2006, the Company issued 75,000 shares (adjusted post split) of
its $0.001 par value preferred stock to seven (7) holders of record. Each
share of the Convertible Preferred Stock can be exchanged for two hundred
(200) shares of Common Stock of the corporation. The conversion of all of
the preferred stock would equate to 15,000,000 common shares.
(d) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
(e) Securities Authorized for Issuance under Equity Compensation Plans
None.
20
Recent Sales of Unregistered Securities
- ---------------------------------------
On September 11, 2009, the Company closed a private placement offering for
total gross proceeds representing $369,208 USD for 615,347 unregistered and
restricted common shares of the Company's stock to one Canadian investor.
The principal amount of each Unit of this offering includes a Unit which
consists of one common share of Northern Empire Energy Corp. (a "Common
Share") at $0.60 per share and one warrant to purchase a Common Share for
two years at $1.00 per share.
On December 18, 2009, Northern Empire Energy Corp. the closing a private
placement offering for total gross proceeds representing $159,609 USD for
266,016 unregistered and restricted common shares of the Company's stock to
one Canadian investor. The principal amount of each Unit of this offering
includes a Unit which consists of one common share of Northern Empire
Energy Corp. (a "Common Share") at $0.60 per share and one warrant to
purchase a Common Share for two years at $1.00 per share.
The Company relied upon Regulation S of the Securities Act of 1933, as
amended, to non US citizens or residents. The Offering was not offered to
or sold in the United States or to any United States persons outside of the
United States. The securities that were offered and sold were not and have
not been registered under the Securities Act of 1933 and have not been
offered or sold in the United States absent registration or an applicable
exemption from registration requirements of the United States. The Company
took special measures to assure that the securities were not sold in the
United States to comply with these requirements.
Issuer Purchases of Equity Securities
- -------------------------------------
On or about November 17, 2008, David Gallagher, a former officer of the
Company returned to the Treasury and the Company cancelled 361,900 shares of
his common stock, $0.001 par value per share, that had been issued and
outstanding in exchange for $50,000 and the Company's specialized phone
equipment.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
- ------------------------------
On December 16, 2009 the Company entered into a "Formal Option to Purchase
and Sale Agreement of Petroleum and Natural Gas Rights" with Angels
Exploration Fund, Inc., an Alberta Corporation.
Northern Empire Energy Corp. agreed to purchase from Angels Exploration
Fund Inc. certain petroleum and natural gas rights within the Province of
Alberta for a total purchase price of $469,400. ($500,000.00 Canadian
Dollars).
On January 27, 2010, the Company announced it has acquired 100% of the
Petroleum and Natural Gas lease rights on nine sections in the Redwater
Region, north-east of Edmonton Alberta, Canada.
The Waskatenau Prospect consists of 9 sections (5760 acres) located 15 miles
North East of the giant Redwater Oil Field. Several (12) Geophysical targets
have been identified throughout the Wasatenau Prospect, the Company's 2010
Exploration Program plans to define and prioritze these targets.
The Redwater Atoll Reef is classified as one of the major petroleum fields in
the world, of Leduc age and a prolific oil reservoir. In excess of 700
million barrels of oil have been produced from the Redwater oil field to
date.
Separately, after completing a detailed geological, geophysical and seismic
review, including current project economics, the Company has decided it is
not in its best interests to proceed with its option to earn a 45% interest
in the Turin Prospect.
21
Results of Operations for the year ended December 31, 2009
- ----------------------------------------------------------
We earned $19,491 revenues since our inception on April 24, 2006 through
December 31, 2009. We do not anticipate earning any significant revenues
until such time as we can start producing oil revenues. We are presently in
the development stage of our business and we can provide no assurance that we
will be successful in developing revenues from any future oil well properties.
For the period since inception through December 31, 2009, we generated no
income. Since our inception on April 24, 2006 we experienced a net loss of
$(2,237,991). The bulk of this loss $(1,490,454) is due to the beneficial
conversion feature of the Company's preferred stock. For the year ending
December 31, 2009, we lost $(641,192) or $(0.03) per share versus a loss of
$(94,322) or $(0.04) per share for the same period last year. The bulk of
loss $(471,523) for the year ending December 31, 2009 was from the impairment
of oil and gas rights on the Turin project, which we abandoned. We anticipate
our operating expenses will increase as we start to develop oil wells. We
anticipate our ongoing operating expenses will also increase since we are a
reporting company under the Securities Exchange Act of 1934.
Revenues
- --------
We generated no revenues for the fiscal year ending December 31, 2009. We do
not anticipate generating any revenues for at least 12-24 months.
Going Concern
- -------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Summary of any product research and development that we will perform for the
term of our plan of operation.
- ----------------------------------------------------------------------------
We did not have any product research or development activities for the fiscal
year ending December 31, 2009.
22
Expected purchase or sale of plant and significant equipment
- -------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
- -----------------------------------------------
As of December 31, 2009, we did not have any employees. We are dependent upon
our officers and directors for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Liquidity and Capital Resources
- -------------------------------
Our balance sheet as of December 31, 2009 reflects cash and current assets
of $35,855 and current liabilities of $96,225. Cash and cash equivalents
from inception to date have been sufficient to provide the operating capital
necessary to operate to date. Management believes it has sufficient funds to
remain operational for the next twelve months.
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $2,000,000 and we intend to raise the
monies by selling equity in our Company. We are in the process of trying to
raise capital through a private offering. (See Financial Footnote No. 4.)
There can be no assurance that additional capital will be available to us.
We currently have no agreements, arrangements or understandings with any
person to obtain funds through bank loans, lines of credit or any other
sources.
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material to
investors.
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
23
New Accounting Standards
- ------------------------
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning on
or after December 15, 2008, and interim periods within those years. SFAS No.
163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS
No. 162 sets forth the level of authority to a given accounting pronouncement
or document by category. Where there might be conflicting guidance between
two categories, the more authoritative category will prevail. SFAS No. 162
will become effective 60 days after the SEC approves the PCAOB's amendments
to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no
effect on the Company's financial position, statements of operations, or cash
flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133. This standard requires companies to
provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but does not
expect it to have a material impact on its consolidated financial position,
results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At
the time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise
patterns by industry and/or other categories of companies) would, over time,
become readily available to companies. Therefore, the staff stated in SAB 107
24
that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to
accept, under certain circumstances, the use of the simplified method beyond
December 31, 2007. The Company currently uses the simplified method for
"plain vanilla" share options and warrants, and will assess the impact of SAB
110 for fiscal year 2009. It is not believed that this will have an impact on
the Company's consolidated financial position, results of operations or cash
flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority
interests were reported in the consolidated statement of financial position
as liabilities or in the mezzanine section between liabilities and equity.
This statement improves comparability by eliminating that diversity. This
statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited.
The effective date of this statement is the same as that of the related
Statement 141 (revised 2007). The Company will adopt this Statement beginning
March 1, 2009. It is not believed that this will have an impact on the
Company's consolidated financial position, results of operations or cash
flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141.
This Statement establishes principles and requirements for how the acquirer:
(a) recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree; (b) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase; and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as that of
the related FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements. The Company will adopt this statement beginning March
1, 2009. It is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
25
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities-Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available
to all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not
report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of SFAS No. 157 Fair
Value Measurements. The Company will adopt SFAS No. 159 beginning March 1,
2008 and is currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this statement
does not require any new fair value measurements. However, for some entities,
the application of this statement will change current practice. This
statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting entity
has not yet issued financial statements for that fiscal year, including
financial statements for an interim period within that fiscal year. The
Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company's consolidated financial position,
results of operations or cash flows.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
26
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
27
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
- --------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Northern Empire Energy Corp.
(A Development Stage Company)
We have audited the accompanying balance sheets of Northern Empire Energy
Corp. (A Development Stage Company) as of December 31, 2009 and 2008, and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2009 and 2008 and since inception on
April 24, 2006 through December 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northern Empire Energy Corp.
(A Development Stage Company) as of December 31, 2009 and 2008, and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2009 and 2008 and since inception on
April 24, 2006 through December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has an accumulated deficit of $2,237,991,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
- -------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
April 14, 2010
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-1
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Balance Sheets
as of as of
December 31, December 31,
2009 2008
(Audited) (Audited)
------------ ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 35,855 $ 45,458
------------ ------------
TOTAL CURRENT ASSETS 35,855 45,458
------------ ------------
PROPERTY AND EQUIPMENT, net
Deposits - 40,920
Oil and gas properties 1 -
------------ ------------
TOTAL OTHER ASSETS 1 40,920
------------ ------------
TOTAL ASSETS $ 35,856 $ 86,378
============ ============
LIABILITES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 19,969 $ 11,878
Accounts payable - related party 76,256 36,824
------------ ------------
TOTAL CURRENT LIABILITIES 96,225 48,702
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $0.001 par value, 5,000,000
shares authorized, 62,500 shares issued
and outstanding 63 75
Common stock: $0.001 par value; 195,000,000
shares authorized; 20,827,216 shares issued
and outstanding as of December 31, 2009 and
18,061,200 issued and outstanding as of
December 3, 2008 20,827 18,061
Stock payable; 615,347 shares 615 -
Additional paid-in capital 2,144,427 1,616,853
Deficit accumulated during exploration stage (2,237,991) (1,596,799)
Accumulated other comprehensive income 11,690 (514)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (60,369) 37,676
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 35,856 $ 86,378
============ ============
The accompanying notes are an integral part of these condensed financial
statements
F-2
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Statements of Operations
April 24, 2006
Year Ended Year Ended (inception ) to
December 31, December 31, December 31,
2009 2008 2009
------------- ------------- -------------
REVENUES $ - $ - $ 19,491
OPERATING EXPENSES
General and administrative 130,690 62,244 1,714,902
Professional fees 26,663 32,833 59,496
------------- ------------- -------------
TOTAL OPERATING EXPENSES 157,353 95,077 1,774,398
------------- ------------- -------------
LOSS FROM OPERATIONS (157,353) (95,077) (1,754,907)
------------- ------------- -------------
OTHER EXPENSES:
Foreign currency transaction
gain (loss) (12,317) 755 (11,562)
Loss on impairment of oil
and gas rights (471,523) - (471,523)
------------- ------------- -------------
TOTAL OTHER EXPENSE (483,840) 755 (483,085)
------------- ------------- -------------
NET LOSS (641,192) (94,322) (2,237,991)
------------- ------------- -------------
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation
adjustment 12,203 (514) 11,690
------------- ------------- -------------
COMPREHENSIVE LOSS $ (628,989) $ (94,835) $ (2,226,302)
============= ============= =============
NET LOSS PER SHARE - BASIC $ (0.03) $ (0.04)
============= =============
WEIGHTED AVERAGE COMMON
EQUIVALENT SHARES OUTSTANDING-
BASIC AND DILUTED 19,794,830 2,549,337
============= =============
The accompanying notes are an integral part of these condensed financial
statements
F-3
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
Deficit Total
Accumulated Accumulated Stock
Stock Common Stock Common Stock Additional During the Other holders'
-------------- ---------------------- Stock Pay- Paid-In Exploration Comprehensive Equity
Shares Amount Shares Amount Issuable able Capital Stage Income (Deficit)
-------- ----- ------------ --------- -------- ---- ------------ ------------ --------- ----------
Balance,
April 24,
2006 - $ - - $ - $ - - $ - $ - $ - $ -
Shares
issued
for cash
at $0.001
per
share - - 361,900 362 - - 3,257 - - 3,619
Shares
issued
for equipment
at $0.01
per
share
75,000 75 - - - - 7,425 - - 7,500
Deemed
interest
from
beneficial
conversion
feature on
preferred
stock - - - - - - 1,492,500 - - 1,492,500
Shares
issued
for cash
at $0.01
per
share - - 61,200 61 - - 6,059 - - 6,120
Net loss
for the
year
ended
December 31,
2006 - - - - - - - (1,486,543) - (1,486,543)
-------- ----- ------------ --------- -------- ---- ------------ ------------ --------- ----------
Balance,
December 31,
2006
75,000 75 423,100 423 - - 1,509,241 (1,486,543) - 23,196
Net loss
for the
year
ended
December 31,
2007 - - - - - - - (15,934) - (15,934)
-------- ----- ------------ --------- -------- ---- ------------ ------------ --------- ----------
Balance,
December 31,
2007
75,000 75 423,100 423 - - 1,509,241 (1,502,477) - 7,262
Shares
issued
for cash
at $0.001
per
share - - 18,000,000 18,000 - - 162,000 - - 180,000
Shares
cancelled
from prior
officer
for cash
and assets
of the
Company - - (361,900) (362) (54,388) (54,750)
Foreign
currency
translation
adjust-
ment - - - - - - - - (514) (514)
Net loss
for the
year
ended
December 31,
2008 - - - - - - - (94,322) - (94,322)
-------- ----- ------------ --------- -------- ---- ------------ ------------ --------- ----------
Balance,
December 31,
2007
75,000 75 18,061,200 18,061 - - 1,616,853 (1,596,799) (514) 37,677
Contributed
capital
from
officer - - - - - - 1,425 1,425
Conversion
of preferred
shares
into
common
stock
(8,000) (8) 1,600,000 1,600 - - (1,592) - - -
Private
Placement - - 615,347 615 368,593 - - 369,208
Private
Placement 266,016 266 160,044 - - 160,310
Conversion
of preferred
shares
into
common
stock
(4,500) (5) 900,000 900 (896) -
Foreign
currency
translation
adjust-
ment - - - - - - - - 12,203 12,203
Net loss
for the
year
ended
December 31,
2008 - - - - - - - (641,192) - (641,192)
-------- ----- ------------ --------- -------- ---- ------------ ------------ --------- ----------
Balance,
December 31,
2007
62,500 63 20,827,216 20,827 615,347 615 2,144,427 (2,237,991) 11,690 (60,369)
======== ===== ============ ========= ======== ==== ============ ============ ========= ==========
The accompanying notes are an integral part of these financial statements.
F-4
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Statements of Cash Flows
April 24, 2006
Year Ended Year Ended (inception ) to
December 31, December 31, December 31,
2009 2008 2009
------------- ------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (641,192) $ (94,322) $ (2,237,991)
Adjustment to reconcile net loss
to net cash used in operating
activities:
Depreciation 750 2,750
Beneficial conversion feature - - 1,492,500
Impairment of asset 471,523 - 471,523
Changes in operating assets and
liabilities:
Increase in:
Accounts payable and
accrued expenses 47,523 48,126 96,225
------------- ------------- -------------
Net cash used in operating
activities (122,146) (45,446) (174,993)
------------- ------------- -------------
CASH FLOW FROM INVESTING ACTIVITIES:
Cash paid for prior ownership - (50,000) (50,000)
Deposits for purchase of oil
and gas properties (431,089) (40,435) (471,524)
------------- ------------- -------------
Net cash used in investing
activities (431,089) (90,435) (521,524)
------------- ------------- -------------
CASH FLOW FROM FINANCING ACTIVITIES:
Contributed capital from officer 1,425 - 1,425
Common stock issued for cash 529,518 180,000 719,257
------------- ------------- -------------
Net cash provided by financing
activities 530,943 180,000 720,682
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH (22,291) 44,119 24,165
EFFECT OF FOREIGN CURRENCY
TRANSLATION ADJUSTMENT 12,203 (514) 11,690
CASH AND CASH EQUIVALENTS,
Beginning of period 45,485 1,879 -
------------- ------------- -------------
CASH AND CASH EQUIVALENTS,
End of period $ 35,396 $ 45,485 $ 35,855
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Non-cash investing and
financing transactions:
Purchase of equipment with
shares of common stock $ - $ - $ -
============= ============= =============
The accompanying notes are an integral part of these condensed financial
statements
F-5
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 1 - BUSINESS AND ORGANIZATION
Northern Empire Energy Corporation (The Company) was organized on April 24,
2006, under the laws of the State of Nevada. The Company is engaged in the
acquisition with the intent to develop mineral properties. Pursuant to
Financial Accounting Standards Board (FASB) Accounting Standards Codification
("ASC") Topic 915-10 ("ASC 915-10"), "Development Stage Entities," the
Company is classified as an exploration stage company.
NOTE 2 - GOING CONCERN
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As of December 31, 2009,
the Company has accumulated operating losses of approximately $2,237,899
since inception. The Company's ability to continue as a going concern is
contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company. Amounts raised will be used to further
development of the Company's products, to provide financing for marketing and
promotion, to secure additional property and equipment, and for other working
capital purposes. While the Company is putting forth its best efforts to
achieve the above plans, there is no assurance that any such activity will
generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and 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.
Actual results could differ from those estimates.
F-6
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
- -------------------
The Company recognizes revenue on an accrual basis. Revenue is generally
realized or realizable and earned when all of the following criteria are met:
1) persuasive evidence of an arrangement exists between the Company and our
customer(s); 2) services have been rendered; 3) our price to our customer is
fixed or determinable; and 4) collectability is reasonably assured.
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising during
the period.
Income taxes
- ------------
The Company accounts for its income taxes in accordance with FASB ASC Topic
740-10, "Income Taxes", which requires recognition of deferred tax assets and
liabilities for future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and tax credit carry-forwards. 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. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
Net Loss Per Common Share
- -------------------------
FASB ASC Topic 260-10, "Earnings per Share", requires presentation of "basic"
and "diluted" earnings per share on the face of the statements of operations
for all entities with complex capital structures. Basic earnings per share is
computed by dividing net income by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflect the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted during the period. Dilutive
securities having an anti- dilutive effect on diluted earnings per share are
excluded from the calculation.
F-7
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Oil and Gas Properties
- ----------------------
The Company follows the full cost method of accounting for its oil and gas
operations whereby all costs related to the acquisition of methane,
petroleum, and natural gas interests are capitalized. Under this method, all
productive and non-productive costs incurred in connection with the
exploration for and development of oil and gas reserves are capitalized. Such
costs include land and lease acquisition costs, annual carrying charges of
non-producing properties, geological and geophysical costs, costs of drilling
and equipping productive and non-productive wells, and direct exploration
salaries and related benefits. Proceeds from the disposal of oil and gas
properties are recorded as a reduction of the related capitalized costs
without recognition of a gain or loss unless the disposal would result in a
change of 20 percent or more in the depletion rate. The Company currently
operates solely in the U.S.
Depreciation and depletion of proved oil and gas properties is computed on
the units-of-production method based upon estimates of proved reserves, as
determined by independent consultants, with oil and gas being converted to a
common unit of measure based on their relative energy content.
The costs of acquisition and exploration of unproved oil and gas properties,
including any related capitalized interest expense, are not subject to
depletion, but are assessed for impairment either individually or on an
aggregated basis. The costs of certain unevaluated leasehold acreage are also
not subject to depletion. Costs not subject to depletion are periodically
assessed for possible impairment or reductions in recoverable value. If a
reduction in recoverable value has occurred, costs subject to depletion are
increased or a charge is made against earnings for those operations where a
reserve base is not yet established.
Estimated future removal and site restoration costs are provided over the
life of proven reserves on a units-of-production basis. Costs, which include
production equipment removal and environmental remediation, are estimated
each period by management based on current regulations, actual expenses
incurred, and technology and industry standards. The charge is included in
the provision for depletion and depreciation and the actual restoration
expenditures are charged to the accumulated provision amounts as incurred.
F-8
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Oil and Gas Properties (Continued)
- ----------------------------------
The Company applies a ceiling test to capitalized costs which limits such
costs to the aggregate of the estimated present value, using a ten percent
discount rate of the estimated future net revenues from production of proven
reserves at year end at market prices less future production, administrative,
financing, site restoration, and income tax costs plus the lower of cost or
estimated market value of unproved properties. If capitalized costs are
determined to exceed estimated future net revenues, a write-down of carrying
value is charged to depletion in the period.
Fixed Assets
- ------------
Furniture, fixtures and equipment are stated at cost less accumulated
depreciation. Depreciation is provided for in amounts sufficient to relate
the cost of depreciable assets to operations over their estimated service
lives, principally on a straight-line basis.
Stock-Based Compensation
- ------------------------
The Company has adopted FASB ASC Topic 718-10, "Compensation- Stock
Compensation" ("ASC 718-10") which requires the measurement and recognition
of compensation expense for all stock-based payment awards made to employees
and directors. Under the fair value recognition provisions of ASC 718-10,
stock-based compensation cost is measured at the grant date based on the
value of the award and is recognized as expense over the vesting period.
Determining the fair value of stock-based awards at the grant date requires
considerable judgment, including estimating the expected future volatility of
our stock price, estimating the expected length of term of granted options
and selecting the appropriate risk-free rate. There is no established trading
market for our stock.
Financial instruments
- ---------------------
The fair value of the Company's financial assets and financial liabilities
approximate their carrying values due to the immediate or short-term maturity
of these financial instruments.
F-9
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 4 -RECLASSIFICATIONS AND RESTATEMENTS
Reclassifications
Certain reclassifications to conform to the presentations used in fiscal 2009
have been made in prior year's consolidated financial statements, none of
which had any effect on previously reported net income or loss, or related
per share amounts, of any period.
Liabilities: Related party liabilities in the amount of $36,368 were
reclassified as accounts payable - related party on the balance sheet.
Statements of Operations: Expenses in the amount of $32,833 were reclassified
from General and administrative expenses to Professional fees for the period.
In addition, other general and administrative expenses in the amount of $755
were reclassified and as foreign currency gains
Restatements:
Certain restatements to correct errors have been made in prior year's
financial statements and are discussed below:
Assets: The 2008 balance sheet has been restated to correct an overstatement
in amounts held in an escrow account for the Company. There was a total
decrease of $4,230 in cash and cash equivalents and a net increase in
expenses of the same amount. The property and equipment deposit was restated
to the translated amount using the year end balance, resulting in an increase
to the deposit of $485 and a corresponding increase to accumulated other
comprehensive income.
Liabilities and Stockholders' Equity: Accounts payable has been restated to
correct an overstatement of liabilities due to a duplicate transaction in the
amount of $20,893, and general and administrative expenses were also
decreased by that amount. Accumulated other comprehensive income (loss) was
understated for the period in the amount of $514 and adjusted accordingly.
Additionally, shares repurchased and subsequently cancelled as part of an
agreement with a former officer, have been restated. The shares were canceled
in 2008, instead of 2009, resulting in a decrease in common stock of $362, a
decrease in additional paid in capital of $54,388. Accounts payable were
additionally restated to the translated amount at year end, resulting in an
increase in accounts payable of $459, and a corresponding decrease in
accumulated other comprehensive income.
F-10
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 4 -RECLASSIFICATIONS AND RESTATEMENTS (Continued)
Statements of Operations: As noted above, an overstatement of liabilities
resulted in a decrease in general and administrative expenses in the amount
of $20,893. A correction of an accounting error resulted in an overstatement
in General and administrative expenses of $75,975 and an understatement of an
additional approximately $23,000 being restated as well. Additionally,
foreign currency gains (losses) were increased by $1,873.
The effects of these restatements and reclassifications on the Company's
previously issued December 31, 2008 balance sheet and statement of operations
are summarized as follows:
Previously Reported Restated
as of as of
December 31, 2008 December 31, 2008
(Audited) Net Change (Audited)
----------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash
equivalents $ 49,688 $ (4,230) $ 45,458
----------------------------------------------------
TOTAL CURRENT ASSETS 49,688 (4,230) 45,458
----------------------------------------------------
PROPERTY AND
EQUIPMENT, net
Deposits 40,435 485 40,920
----------------------------------------------------
TOTAL OTHER ASSETS 40,435 485 40,920
----------------------------------------------------
TOTAL ASSETS $ 90,123 $ (3,745) $ 86,378
====================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 69,289 $ (57,411) $ 11,878
Accounts payable-
related party 36,824 36,824
----------------------------------------------------
TOTAL CURRENT LIABILITIES 69,289 (20,587) 48,702
----------------------------------------------------
F-11
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 4 -RECLASSIFICATIONS AND RESTATEMENTS (Continued)
STOCKHOLDERS'S EQUITY (DEFICIT)
Preferred stock 75 - 75
Common stock 18,423 (362) 18,061
Additional paid-in capital 1,671,241 (54,388) 1,616,853
Deficit accumulated
during exploration
stage (1,668,905) 72,106 (1,596,799)
Accumulated other
comprehensive income - (514) (514)
----------------------------------------------------
TOTAL STOCKHOLDERS'
EQUITY (DEFICIT) 20,834 16,842 37,676
----------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 90,123 $ (3,745) $ 86,378
====================================================
Previously Reported Restated
as of as of
December 31, 2008 December 31, 2008
(Audited) Net Change (Audited)
----------------------------------------------------
REVENUES $ - $ - $ -
OPERATING EXPENSES
General and administrative 166,428 (104,184) 62,244
Professional fees - 32,833 32,833
----------------------------------------------------
TOTAL OPERATING EXPENSES 166,428 (71,351) 95,077
----------------------------------------------------
LOSS FROM OPERATIONS (166,428) 71,351 (95,077)
----------------------------------------------------
F-12
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 4 -RECLASSIFICATIONS AND RESTATEMENTS (Continued)
OTHER EXPENSES:
Foreign currency
transaction gain
(loss) - 755 755
Loss on impairment of
oil and gas rights - - -
----------------------------------------------------
TOTAL OTHER EXPENSE - 755 755
----------------------------------------------------
NET LOSS (166,428) 72,106 (94,322)
----------------------------------------------------
OTHER COMPREHENSIVE
INCOME (LOSS)
Foreign currency
translation adjustment - (514) (514)
----------------------------------------------------
COMPREHENSIVE LOSS $ (166,428) $ 71,592 $ (94,836)
====================================================
NET LOSS PER SHARE-
BASIC $ (0.06) $ (0.04)
====================================================
WEIGHTED AVERAGE COMMON
EQUIVALENT
SHARES OUTSTANDING-
BASIC AND DILUTED 2,673,100 2,549,337
====================================================
F-13
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 5 - RELATED PARTY TRANSACTIONS
As of December 31, 2009 and December 31, 2008, a company affiliated with an
officer of the Company and the officer was owed a total of $76,256 and
$36,824, respectively, for consulting related fees and various expenses paid
on the Company's behalf. The unsecured obligations are due on demand and are
non-interest bearing. The obligations are included in the accompanying
financial statements as accounts payable - related party.
On December 16, 2009, the Company entered into a purchase of petroleum and
natural gas rights on nine sections of land in central Alberta, Canada. In
the purchase and sale agreement both the buyer and the seller share the same
address.
The seller is not a related party to Northern Empire Energy Corp. as defined
in the ASC. Due to the Company's minimal financial position, the Company is
occasionally utilizing office space leased by the seller, at no charge. The
principals of the buyer and seller are long time associates but they are not
affiliates. Neither can "significantly influence the other to an extent that
one or more of the transacting parties might be prevented from fully pursuing
its own separate interests."
NOTE 6 - CONCENTRATION OF CREDIT RISK
Cash Balances
- -------------
The Company maintains its cash in various financial institutions in both the
United States and Canada. Balances maintained in the United States are
insured by the Federal Deposit Insurance Corporation (FDIC). This government
corporation insured balances up to $100,000 through October 13, 2008. As of
October 14, 2008 all non-interest bearing transaction deposit accounts at an
FDIC-insured institution, including all business checking deposit accounts
that do not earn interest, are fully insured for the entire amount in the
deposit account. This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31, 2009. All
other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2013. Balances maintained in
Canada are insured by the Canada Deposit Insurance Corporation for balances
up to $100,000 at each bank. As of December 31, 2009, the Company did not
have any cash balances that were greater than the insured amount for both the
FDIC and CDIC.
F-14
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 7 - OIL AND GAS PROPERTIES
On December 16, 2009, the Company entered into a "Formal option to Purchase
and Sale Agreement of Petroleum and Natural Gas Rights" with Angels
Exploration Fund, Inc., and Alberta Corporation. The Company agreed to
purchase certain petroleum and natural gas rights within the Province of
Alberta for a total purchase price of $471,524 ($500,000 Canadian Dollars).
The properties are not producing as of December 31, 2009 and have not yet
been amortized on the balance sheet. As a part of the agreements, the Company
has a minimum lease rental fee obligation of $8,064 per year for 5 years,
starting December 18, 2009 an ending December 18, 2014.
The Company believes the property is located in a merited geological setting
with complete infrastructures, pipelines within the area. The Company needs
to be successful in raising additional capital in order to conduct
exploration and drill wells on the property, until this happens we have no
way of projecting cash flows without a test well. Therefore the property will
be written down/impaired to $1, and a loss has been recognized in the
financial statements in the amount of $471,523.
NOTE 8 - STOCKHOLDER'S EQUITY
As of December 31, 2009 there were 20,827,216 shares of common stock issued
and outstanding, 615,347 shares of common stock payable, and 67,000 shares of
preferred stock issued and outstanding.
On April 24, 2006 (inception), the Company issued 3,619,000 shares of its
$0.001 par value common stock to it sole shareholder for $3,619.
On April 24, 2006, the Company issued 75,000 shares (adjusted post split) of
its $0.001 par value preferred stock in exchange for telephone calling
equipment valued at $7,500. Each share of the Convertible Preferred Stock
can be exchanged for two hundred (200) shares of Common Stock of the
corporation. This Series A preferred stock was issued with a beneficial
conversion feature totaling $1,486,543 measured as the difference between the
$0.01 offering price of the underlying common stock and the conversion
benefit price of $1.99 per share. This non-cash expense related to the
beneficial conversion features of those securities and is recorded with a
corresponding credit to paid-in-capital. If the preferred stock were to be
converted into common stock, the common stock would be increased by
15,000,000 shares.
On December 31, 2006, the Company issued 612,000 shares of its $0.001 par
value common stock pursuant to a regulation 504 offering for $6,120.
F-15
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 8 - STOCKHOLDER'S EQUITY (Continued)
On November 17, 2008, the Company issued 18,000,000 shares of its par value
$0.001 common stock for $180,000 in cash to the CEO of the Company.
On January 30, 2008, the Company initiated a ten-for-one reverse stock split
for its issued and outstanding common and preferred stock. This reverse
stock split had no effect on the authorized number of common shares or
preferred shares, and did not affect the par value of the stock. The
financial statements reflect the reverse stock split on a retroactive basis.
On November 17, 2008, David Gallagher, a former officer and director of the
Company, returned his 361,900 restricted shares of common stock to the
corporate treasury in exchange for $50,000 and the Company's specialized
phone equipment with a book value of $4,750. The shares were then canceled
by the Company's transfer agent.
On February 27, 2009, 8,000 preferred shares of stock were converted into
1,600,000 shares of common stock at a conversion rate of 200 to 1.
In September 2009, the Company conducted a private placement of 615,347
shares of common stock at $0.60 per share for a total of $369,208. As of
December 31, 2009, the shares had not yet been issued by the transfer agent
and are recorded as stock payable on the Statement of Stockholder's Equity.
The principal amount of each Unit of this offering includes a Unit which
consists of one common share of the Company at $0.60 per share and one
warrant to purchase a Common Share for two years at $1.00 per share.
In October 2009, 4,500 preferred shares of stock were converted into 900,000
shares of common stock at a conversion rate of 200 to 1.
In December 2009, the Company conducted a private placement of 266,016 shares
of common stock at $0.60 per share for a total of $160,310. The principal
amount of each Unit of this offering includes a Unit which consists of one
common share of the Company at $0.60 per share and one warrant to purchase a
Common Share for two years at $1.00 per share.
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS
On May 28, 2009 the Financial Accounting Standards Board (FASB) issued FASB
ASC 855-10, "Subsequent Events". FASB ASC 855-10 should not result in
significant changes in the subsequent events that an entity reports. Rather,
FASB ASC 855-10 introduces the concept of financial statements being
available to be issued. Financial statements are considered available to be
issued when they are complete in a form and format that complies with
generally accepted accounting principles (GAAP) and all approvals necessary
for issuance have been obtained.
F-16
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In June 2009, the FASB issued FASB ASC 105-10, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification(tm) (the
Codification) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with generally accepted accounting
principles (GAAP), aside from those issued by the SEC. The Codification
became effective for interim and annual periods ending after September 15,
2009. The Company adopted the Codification when referring to GAAP for the
fiscal period ending September 30, 2009. The adoption of the Codification
did not have an impact on the Company's financial position or results of
operations.
In January 2010, the FASB issued Accounting Standards Update 2010-02,
"Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary". This amendment to Topic 810 clarifies, but does
not change, the scope of current US GAAP. It clarifies the decrease in
ownership provisions of Subtopic 810-10 and removes the potential conflict
between guidance in that Subtopic and asset derecognition and gain or loss
recognition guidance that may exist in other US GAAP. An entity will be
required to follow the amended guidance beginning in the period that it first
adopts FAS 160 (now included in Subtopic 810-10). For those entities that
have already adopted FAS 160, the amendments are effective at the beginning
of the first interim or annual reporting period ending on or after December
15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, "Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)". This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit
on the amount of cash that will be distributed is not a stock dividend for
purposes of applying Topics 505 and 260. Effective for interim and annual
periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company does not expect the provisions of ASU 2010-
01 to have a material effect on the financial position, results of operations
or cash flows of the Company.
The company evaluated all of the other recent accounting pronouncements
and deemed that they were immaterial.
F-17
NORTHERN EMPIRE ENERGY CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
NOTE 10 - SUBSEQUENT EVENTS
On January 27, 2010, Northern Empire Energy Corp. issued a press release to
announce it has acquired 100% of the Petroleum and Natural Gas lease rights
on nine sections in the Redwater Region, north-east of Edmonton Alberta,
Canada.
The Company has evaluated subsequent events through April 14, 2010, the date
which the financial statements were available to be issued.
F-18
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
- ------------------------------------------------
Management is committed to maintaining disclosure controls and procedures
that are designed to ensure that information required to be disclosed in
its Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the U.S. Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to its management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
As required by Rule 13a-15(b) of the Exchange Act, we must carry out an
evaluation of the effectiveness of our disclosure controls and procedures
as of the end of each fiscal quarter, under the supervision and with the
participation of its management, including its Chief Executive Officer and
the Chief Financial Officer, who is also the sole member of our Board of
Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
Management, including the chief executive officer and chief financial
officer, does not expect that the Company's disclosure controls and
internal controls will prevent all error and all fraud. Because of its
inherent limitations, a system of internal control over financial reporting
can provide only reasonable, not absolute, assurance that the objectives of
the control system are met and may not prevent or detect misstatements.
Further, over time, control may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may
deteriorate.
With the participation of the chief executive officer and chief financial
officer, our management evaluated the effectiveness of the Company's
internal control over financial reporting as of December 31, 2009 based
upon the framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment performed using the criteria established by COSO,
management has concluded that the Company maintained ineffective internal
control over financial reporting in the following areas:
1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our
board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures;
2) inadequate segregation of duties consistent with control objectives;
28
3) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of
US GAAP and SEC disclosure requirements; and
The aforementioned material weaknesses were identified by our Chief
Executive Officer in connection with the review of our financial statements
as of December 31, 2009.
Management believes that the material weaknesses set forth in items (2)
and (3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results
in ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
(b) Management's Remediation Initiatives
- -----------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
We plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning audit
committee who will undertake the oversight in the establishment and monitoring
of required internal controls and procedures such as reviewing and approving
estimates and assumptions made by management when funds are available to us.
(c) Changes in internal controls over financial reporting
- ----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
29
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth certain information regarding our current
directors and executive officers. Our executive officers serve one-year
terms.
Name Age Position Appointed
- ------------- --- ------------------------------------
Jeffrey Cocks 46 Chairman & CEO Nov. 17, 2008
Peter Forrest 68 Director Nov. 17, 2008
- ----------------------------------------------------------------------------
Biography of Jeffrey Cocks, Chairman & CEO
- ------------------------------------------
Jeffrey Cocks has an extensive financial, operational and administrative
background, having over twenty years experience with junior resource companies.
Mr. Cocks has managed numerous multi-million dollar exploration programs
throughout the world for several junior resource companies. From 1998-2002 and
again in 2004-2005 Mr. Cocks was part of a group of Companies that discovered
and developed the Petaquilla Deposit, in the Republic of Panama and the Mount
Kare Gold Deposit, in Papua New Guinea. In excess of $100 million in capital
was raised and expended in the development of the Petaquilla and Mount Kare
deposits. Mr. Cocks is currently President of Britannica Resources Corp (TSX.V-
BRR) and a director of Northern Star Mining Corp. (TSX.V-NSM) junior gold
exploration companies with advanced projects in Quebec, Canada. Mr. Cocks has
served as a director/officer for numerous public companies both in the United
States and Canada. Mr. Cocks completed the Canadian Securities Course in 1987
and the Securities Continuous Disclosure Program for Directors and Officers,
through Simon Fraser University in 1996.
30
Biography of Peter Forrest, Director
- ------------------------------------
Peter Forrest, P. Eng. has over 40 years in the resource business. During the
past five years Mr. Forrest has focused on the oil and gas wire line services.
Mr. Forrest provides project management skills to prospect evaluations,
corporate matters, lease acquisitions, lease presentations, negotiations,
contracting specialists and other related matters. During his career, Mr.
Forrest has been involved in the field supervision of large open pit mining
operations, project engineering and management roles both internationally and
in Canada. He has worked for the Alberta Energy Utilities Board, metal mines,
oil sand operations and coalmine operations engineering. Throughout his
career, Mr. Forrest has had a keen interest in operational research projects,
field-testing products and resolving problems using innovative ideas and
products by recognizing applications across various industries.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officers and directors, and persons
who beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership with the
SEC. Executive officers, directors and greater than ten percent beneficial
owners are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based upon a review of the copies of such
forms furnished to us and written representations from our executive officers
and directors, we believe that as of the date of this report they were not
current in his 16(a) reports.
Board of Directors
- ------------------
Our board of directors currently consists of: Jeffrey Cocks and Peter
Forrest. Our directors serve one-year terms.
Audit Committee
- ---------------
The company does not presently have an Audit Committee. No qualified
financial expert has been hired because the company is too small to afford
such expense.
Code of Ethics
- --------------
We have not adopted a Code of Ethics for the Board and any salaried
employees.
31
Limitation of Liability of Directors
- ------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection
with any claim against a Director if he acted in good faith and in a manner
he believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
- ----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Northern Empire Energy Corp. Section 78.438 of the
Nevada law prohibits the Company from merging with or selling more than 5% of
our assets or stock to any shareholder who owns or owned more than 10% of any
stock or any entity related to a 10% shareholder for three years after the
date on which the shareholder acquired the Northern Empire Energy Corp.
shares, unless the transaction is approved by Northern Empire Energy Corp.'
Board of Directors. The provisions also prohibit the Company from completing
any of the transactions described in the preceding sentence with a 10%
shareholder who has held the shares more than three years and its related
entities unless the transaction is approved by our Board of Directors or a
majority of our shares, other than shares owned by that 10% shareholder or any
related entity. These provisions could delay, defer or prevent a change in
control of Northern Empire Energy Corp.
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended December 31, 2009 for our Chief Executive Officer, who was
appointed on November 17, 2008. We did not have any executive officers as of
the year end of December 31, 2009 who received any compensation.
32
Compensation
- ------------
As a result of the Company's current limited available cash, no officer
or director received any salary since April 24, 2006 (inception) of the
company through the fiscal year ending December 31, 2009. We intend to pay
salaries when cash flow permits.
Summary Compensation Table
- --------------------------
All
Fiscal Other
Year Compen-
Ending Salary Bonus Awards sation Total
Name and Principal Position Dec. 31 ($) ($) ($) ($) ($)
- ------------------------------------------------------------------------------
Jeffrey Cocks CEO/Dir 2009 -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0-
Peter Forrest Dir. 2009 -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0-
We do not have any employment agreements with our officers/directors. We do
not maintain key-man life insurance for any our executive officers/directors.
We do not have any long-term compensation plans or stock option plans.
Stock Option Grants
- -------------------
We did not have any outstanding stock options granted as of December 31, 2009.
Outstanding Equity Awards at Fiscal Year-Ending December 31, 2009
- -----------------------------------------------------------------
We did not have any outstanding equity awards as of December 31, 2009.
33
Option Exercises for Fiscal Year-Ending December 31, 2009
- ---------------------------------------------------------
There were no options exercised by our named executive officer in fiscal year
ending December 31, 2009.
Potential Payments Upon Termination or Change in Control
- --------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of his resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
- ---------------------
We did not pay our directors any compensation during fiscal years ending
December 31, 2009 or December 31, 2007.
34
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on April 14, 2010 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officers and directors. The percentage of beneficial
ownership for the following table is based on 18,423,100 shares of common
stock outstanding.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
April 14, 2010 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
Northern Empire Energy Corp. common stock.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
- ------------------------------------------------------------------------------
Common Jeffrey Cocks (2) Chairman/CEO 18,000,000 86.4%
Common Peter Forrest (3) Director 0 0.0%
- ------------------------------------------------------------------------------
Totals: 18,000,000 86.4%%
All Executive Officers, Directors
as a Group (2 persons) 18,000,000 86.4%%
- ------------------------------------------------------------------------------
(1) The percentages listed in the percent of class column are based upon
20,827,216 issued and outstanding shares of Common Stock.
(2) Jeffrey Cocks, 118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada.
(3) Peter Forrest, 118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada.
35
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under
the rules of the Securities and Exchange Commission, a person (or group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the
voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be
a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
Preferred Convertible Securities
- --------------------------------
At the time of incorporation, we issued 75,000 (adjusted for stock split)
non-voting Callable and Convertible Preferred shares. We filed with the
Nevada Secretary of State the designation that "These Series A Preferred
shares shall be designated as "Callable and Convertible Preferred Stock."
The corporation has the right to call for and purchase these shares at any
time, within twelve months of issue, either at par value or at a slight
premium above par value, or if corporation should designate that these
shares are deemed not callable, the holders of these non-voting Series A
Preferred Shares shall have the right to cause the corporation to redeem
shares for Common Stock at any time. Each holder of the non voting Series A
Callable and Convertible Preferred Stock shall have the right to convert all
or any portion of such shares as such holder desires to convert, into shares
of the Common Stock of the corporation, as follows: each share of Series A
Convertible Preferred Stock can be exchanged for two hundred (200) shares of
Common Stock of the corporation." The conversion of 75,000 Series A Preferred
Shares converts into 15,000,000 common shares.
Through a Board Resolution, it was resolved that we shall not call nor redeem
our Series A non-voting Callable and Convertible Preferred shares. The
shareholders of the Series A Preferred shares will be permitted to convert
each Series A Preferred share owned for two hundred common shares, at their
sole discretion. During the year-ended December 31, 2009, the preferred
shareholders converted 12,500 preferred shares. As of December 31, 2009,
62,500 preferred shares remained issued and outstanding.
36
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The company's President has contributed office space for our use. There is
no charge to us for the space. Our officer will not seek reimbursement for
past office expenses.
Through a Board Resolution, the Company hired the professional services of
Seale and Beers, CPAs, to perform audited financials for the Company. Seale
and Beers, CPAs own no stock in the Company. The company has no formal
contracts with its accountants, they are paid on a fee for service basis.
Item 14. Principal Accountant Fees and Services.
Seale and Beers, CPAs served as our principal independent public
accountants for fiscal years ending December 31, 2009. Aggregate fees
billed to us for the years ended December 31, 2009 and 2008 are as follows:
For the Years Ended
December 31,
-------------------
2009 2008
-------------------
(1) Audit Fees(1) $16,000 $4,500
(2) Audit-Related Fees $16,000 $4,500
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal accountant
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.
37
Audit Committee Policies and Procedures
- ---------------------------------------
We do not have an audit committee; therefore our President pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not
among those that our independent auditors have been prohibited from
performing under SEC rules. Our director(s) then makes a determination to
approve or disapprove the engagement of Seale and Beers, CPAs for the proposed
services. In the fiscal year ending December 31, 2009, all fees paid to Seale
and Beers, CPAs were unanimously pre-approved in accordance with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
38
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of
this report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 28
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
(b) 2. Financial Statement Schedules
None.
39
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- -------------------------------------------------------------------------------
3.1 Articles of Incorporation, SB-2 3.1 02/21/2007
as currently in effect
- -------------------------------------------------------------------------------
3.2 Bylaws SB-2 3.2 02/21/2007
as currently in effect
- -------------------------------------------------------------------------------
3.3 Amended Articles of SB-2 3.3 02/21/2007
Incorporation
- -------------------------------------------------------------------------------
3.4 Amended Articles of 8-K 3.4 11/19/2008
of Incorporation
- -------------------------------------------------------------------------------
10.1 Option Agreement dated 8-K 10.2 11/19/2008
November 17, 2008
- -------------------------------------------------------------------------------
10.2 Option Sale Agreement of 8-K 10.2 12/18/2009
Petroleum and Natural Gas
Rights, dated Dec. 16, 2009
- -------------------------------------------------------------------------------
23.1 Consent Letter from Seale X
and Beers, CPAs
- -------------------------------------------------------------------------------
31.1 Certification of Chief X
Executive Officer,
pursuant to Section
302 of the Sarbanes-Oxley
Act
- -------------------------------------------------------------------------------
32.1 Certification of Chief X
Executive Officer,
pursuant to Section
906 of the Sarbanes-Oxley
Act
- -------------------------------------------------------------------------------
40
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Northern Empire Energy Corp.
- ----------------------------
Registrant
By: /s/ Jeffrey Cocks
---------------------------
Jeffrey Cocks
Chief Executive Officer
Chairman of the Board
Date: April 14, 2010
--------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
Name
By: /s/ Jeffrey Cocks
---------------------------
Jeffrey Cocks
Chief Executive Officer
Chairman of the Board
Date: April 14, 2010
--------------
41