UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
OR
[ ] 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 000-53199
PRECISION PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 71-1029846
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
624 W. Independence Suite 101 A. Shawnee, OK 74804
(Address of principal executive offices)
None
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter 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 check mark 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 [ ] Smaller reporting company [X]
(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]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [ ] No [ ]
SEC 1296 (02-08) Potential persons who are to
respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Number of shares outstanding of the registrant's class of common stock as
of August 20, 2010: 44,400,000
1
Precision Petroleum Corporation
INDEX TO THE FORM 10-Q
For the quarterly period ended June 30, 2010
PAGE
----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets F-1
Statements of Operations and Comprehensive Loss F-2
Statement of Stockholders' Deficit F-3
Statements of Cash Flows F-4
Notes to the Financial Statements F-5 to F-13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK 5
ITEM 4. CONTROLS AND PROCEDURES 5
ITEM 4T. 5
PART II OTHER INFORMATION 5
ITEM 1. LEGAL PROCEEDINGS 5
ITEM 1A. RISK FACTORS 5
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS 5
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6
ITEM 5. OTHER INFORMATION 6
ITEM 6. EXHIBITS 6
SIGNATURES 7
2
PRECISION PETROLEUM CORPORATION
BALANCE SHEETS
June 30, September 30,
2010 2009
------------ ------------
(Unaudited) (Audited)
ASSETS
Current
Cash and cash equivalents $ 6,543 $ 12,944
Accounts receivable, net 50,417 14,600
Other receivables 518 10,028
Participation deposits 57,500 46,000
------------ ------------
Total current assets 114,978 83,572
Oil and gas properties, -using full
cost accounting 949,768 993,980
Less accumulated depletion (82,138) (26,442)
------------ ------------
Oil and gas properties-net 867,630 967,538
------------ ------------
Total assets $ 982,608 $ 1,051,110
============ ============
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ 145,523 $ 48,342
Advances 92,416 67,500
Short-term notes payable 993,980 993,980
------------ ------------
Total current liabilities 1,231,919 1,109,822
------------ ------------
Total liabilities 1,231,919 1,109,822
------------ ------------
STOCKHOLDERS' DEFICIT
Capital stock
Authorized:
200,000,000 common stock, $0.001 par value;
Issued and outstanding:
44,400,000 common shares (2009: 44,400,000) 44,400 44,400
Additional paid-in capital 82,691 82,691
Accumulated deficit (376,402) (185,803)
------------ ------------
Total stockholders' deficit (249,311) (58,712)
------------ ------------
Total liabilities and
stockholders' deficit $ 982,608 $ 1,051,110
============ ============
F-1
PRECISION PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
-------------------------- --------------------------
2010 2009 2010 2009
------------ ------------ ------------ ------------
Revenues
Oil and gas sales $ 40,104 - 141,061 -
------------ ------------ ------------ ------------
Total revenues 40,104 - 141,061 -
------------ ------------ ------------ ------------
Expenses
General and
administrative 18,246 1,342 60,396 1,342
Mineral claims expense - - - 4,464
Lease operating 27,224 - 50,268 -
Production taxes 2,720 - 9,988 -
Bad debt expense - - 13,851 -
Depreciation,
depletion and
amortization 16,598 - 55,696 -
Interest expense 27,815 - 85,075 -
Legal and accounting 7,893 5,166 34,340 18,914
Loss on sale of oil
and gas properties - - 9,502 -
Management fees 3,000 5,500 9,000 5,500
Rent expense 875 - 3,544 -
------------ ------------ ------------ ------------
Total expenses 104,371 12,008 331,660 30,220
------------ ------------ ------------ ------------
Operating loss (64,267) (12,008) (190,599) (30,220)
Other expense
Other expense (1,143) (1,143)
------------ ------------ ------------ ------------
Net loss (64,267) (13,151) (190,599) (31,363)
Other comprehensive
income (loss)
Foreign currency
translation adjustment - 936 - (297)
------------ ------------ ------------ ------------
Comprehensive loss $ (64,267) $ (12,215) $ (190,599) $ (31,660)
============ ============ ============ ============
Basic loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Weighted average number
of shares outstanding-
basic 44,400,000 44,400,000 44,400,000 44,400,000
============ ============ ============ ============
F-2
PRECISION PETROLEUM CORPORATION
STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
Common Shares Addi- Other
------------------ tional Accum- Compre-
Par Paid-in ulated hensive
Number Value Capital Deficit Income Total
---------- ------- ------- ---------- ------ ----------
Balance,
as of
Sept. 30,
2008 44,400,000 44,400 67,635 (122,290) 297 (9,958)
Payable paid
by previous
directors and
officers - - 15,056 - - 15,056
Foreign
currency
gain (loss) - - - - (297) (297)
Net loss for
the year - - - (63,513) - (63,513)
---------- ------- ------- ---------- ------ ----------
Balance,
as of
Sept. 30,
2009 44,400,000 44,400 82,691 (185,803) - (58,712)
Net loss (190,599) (190,599)
---------- ------- ------- ---------- ------ ----------
Balance
as of
June 30,
2010 44,400,000 $44,400 $82,691 $(376,402) $ - $(249,311)
========== ======= ======= ========== ====== ==========
F-3
PRECISION PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
June 30,
----------------------
2010 2009
---------- ----------
Operating activities
Net loss for the period $(190,599) $ (31,363)
Adjustments for items not effecting cash:
Depletion 55,696 -
Mineral claim fee - 4,464
Loss on sale of assets 9,502 -
Change in non-cash working capital balances
related to operations
Increase in accounts receivable (35,817) -
Decrease in other receivables 9,510 -
Increase (decrease) in payable and
accrued liabilities 97,181 (10,788)
---------- ----------
Cash used in operating activities (54,527) (37,687)
---------- ----------
Investing activities
Acquisition of oil and gas properties (30,290) -
Sale proceeds from oil and gas properties 65,000 -
Participation deposits (11,500) (31,000)
---------- ----------
Cash provided by investing activities 23,210 (31,000)
---------- ----------
Financing activities
Contribution of capital - 15,056
Advances 24,916 55,518
---------- ----------
Cash provided by financing activities 24,916 70,574
---------- ----------
Effect of foreign currency translation - (297)
Increase (decrease) in cash during the year (6,401) 1,590
Cash, beginning balance 12,944 (274)
---------- ----------
Cash, ending balance $ 6,543 $ 1,316
========== ==========
Supplemental disclosure of cash flow information
Cash paid during the year for income taxes $ - $ -
========== ==========
Cash paid during the year for interest $ - $ -
========== ==========
F-4
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
Note 1 Interim Reporting
The accompanying financial statements of Precision Petroleum Corporation have
not been audited by independent public accountants. In the opinion of
management, the accompanying financial statements reflect all adjustments
necessary to present fairly our financial position at June 30, 2010 and our
income, stockholder's deficit and cash flows for the nine months ended June
30, 2010 and 2009. All such adjustments are of a normal recurring nature. In
preparing the accompanying financial statements, management has made certain
estimates and assumptions that affect reported amounts in the financial
statements and disclosures of contingencies. Actual results may differ from
those estimates. The results for interim periods are not necessarily
indicative of annual results.
Certain disclosures have been condensed or omitted from these financial
statements. Accordingly, these financial statements should be read with the
financial statements included in our 2009 Annual Report on Form 10-K
Note 2 Nature and Continuance of Operations
Precision Petroleum Corporation (the "Company") was incorporated under the
name of "Tidewater Resources, Inc." under the laws of the State of Nevada on
February 7, 2007. On October 27, 2008 the Company changed its name to
Precision Petroleum Corporation. The Company has established its corporate
offices in Shawnee, Oklahoma. The Company is engaged primarily in the
acquisition, development, production, exploration for, and the sale of oil,
gas and natural gas liquids. All business activities are conducted in
Oklahoma and the Company sells its oil and gas to a limited number of
domestic purchasers. The Company does not operate the leases; they own
working and overriding royalty interests and are invoiced monthly for joint
operating costs and receive revenues from third party purchasers of oil and
gas chosen by the operators.
F-5
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which assumes
that the Company will be able to meet its obligations and continue its
operations for its next fiscal year. Realization values may be substantially
different from carrying values as shown and these financial statements do not
give effect to adjustments that would be necessary to the carrying values and
classifications of assets and liabilities should the Company be unable to
continue as a going concern. At June 30, 2010, the Company had not yet
achieved profitable operations, has an aggregate accumulated deficit of
$376,402 has a working capital deficiency of $1,116,941, and expects to incur
further losses in the development of its business, all of which casts
substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the
necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Management has no formal
plan in place to address this concern but considers that the Company will be
able to obtain additional funds by equity financing and/or related party
advances, however there is no assurance of additional funding being
available. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts or amounts and classification of liabilities that might result
from the outcome of this uncertainty.
Note 3 Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Because a precise determination of many assets and liabilities is dependent
upon future events, the preparation of financial statements for a period
necessarily involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within the framework of the significant accounting policies
summarized below:
Property and equipment
Equipment is recorded at cost. Depreciation is provided using the straight
line method. As of June 30, 2010 the Company did not have any property or
equipment.
F-6
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
Oil and Gas Properties
The Company follows the full cost method of accounting for oil and gas
operations whereby all costs of exploring for and developing oil and gas
reserves are initially capitalized on a country-by-country (cost center)
basis. Such costs include land acquisition costs, geological and geophysical
expenses, carrying charges on non-producing properties, costs of drilling and
overhead charges directly related to acquisition and exploration activities.
Costs capitalized, together with the costs of production equipment, are
depleted and amortized on the unit-of-production method based on the
estimated gross proved reserves. Petroleum products and reserves are
converted to a common unit of measure, using 6 MCF of natural gas to one
barrel of oil.
Costs of acquiring and evaluating unproved properties are initially excluded
from depletion calculations. These unevaluated properties are assessed
annually to ascertain whether impairment has occurred. When proved reserves
are assigned or the property is considered to be impaired, the cost of the
property or the amount of the impairment is added to costs subject to
depletion calculations.
Future net cash flows from proved reserves using period-end, non-escalated
prices and costs are discounted to present value and compared to the carrying
value of oil and gas properties.
Assets Retirement Obligations
The Company recognizes the fair value of a liability for an assets retirement
obligation in the year in which it is incurred when a reasonable estimate of
fair value can be made. The carrying amount of the related long-lived asset
is increased by the same amount as the liability.
Changes in the liability for an asset retirement obligation due to the
passage of time will be measured by applying an interest method of
allocation. The amount will be recognized as an increase in the liability
and an accretion expense in the statement of operations. Changes resulting
from revisions to the timing or the amount of the original estimate of
undiscounted cash flows are recognized as an increase or a decrease in the
carrying amount of the liability for an asset retirement obligation and the
related asset retirement cost capitalized as part of the carrying amount of
the related long-lived asset. At June 30, 2010, the Company's estimate of
asset retirement obligation was not material.
F-7
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
Impairment of Long-Lived Assets
The Company has adopted FASB Codification Topic 360-10 ("ASC 360-10"),
"Property, Plant, and Equipment", which requires that long-lived assets to be
held and used be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Oil and gas properties accounted for using the full cost method
of accounting, a method utilized by the Company, are excluded from this
requirement, but will continue to be subject to the ceiling test limitations.
At June 30, 2010, the depreciation, depletion and amortization charge
included $0 related to the ceiling test limitations.
Basic and Diluted Loss Per Share
Basic loss per share is computed using the weighted average number of shares
outstanding defined by FASB Accounting Standards Codification Topic 260,
"Earnings Per Share" during the period. Fully diluted earnings (loss) per
share are computed similar to basic income (loss) per share except that the
denominator is increased to include the number of common stock equivalents
(primarily outstanding options and warrants). Common stock equivalents
represent the dilutive effect of the assumed exercise of the outstanding
stock options and warrants, using the treasury stock method, at either the
beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company's net income (loss) position at the
calculated date. Diluted loss per share has not been provided as it would be
anti-dilutive. As of June 30, 2010, the Company did not have any outstanding
stock options or warrants.
Financial Instruments
The carrying value of cash, accounts receivable, other receivable, accounts
payable and accrued liabilities, short-term notes payable and due to related
party approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments.
Revenue Recognition
Revenue from the sale of the oil and gas production is recognized when title
passes from the operator of the oil and gas properties to purchasers.
F-8
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
Newly Issued Accounting Pronouncements
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. This update is 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.
In January 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities-Oil
and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This
amendment to Topic 932 has improved the reserve estimation and disclosure
requirements by (1) updating the reserve estimation requirements for changes
in practice and technology that have occurred over the last several decades
and (2) expanding the disclosure requirements for equity method investments.
This is effective for annual reporting periods ending on or after December
31, 2009. However, an entity that becomes subject to the disclosures because
of the change to the definition oil- and gas- producing activities may elect
to provide those disclosures in annual periods beginning after December 31,
2009. Early adoption is not permitted. The Company does not expect the
provisions of ASU 2010-03 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In January 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements
and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This amendment to Topic 820 has improved disclosures about fair
value measurements on the basis of input received from the users of financial
statements. This is effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of activity
in Level 3 fair value measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. Early adoption is permitted. The Company does not
expect the provisions of ASU 2010-06 to have a material effect on the
financial position, results of operations or cash flows of the Company.
F-9
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
In February 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-08 (ASU 2010-08), Technical Corrections to
Various Topics. This amendment eliminated inconsistencies and outdated
provisions and provided the needed clarifications to various topics within
Topic 815. The amendments are effective for the first reporting period
(including interim periods) beginning after issuance (February 2, 2010),
except for certain amendments. The amendments to the guidance on accounting
for income taxes in reorganization (Subtopic 852-740) should be applied to
reorganizations for which the date of the reorganization is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. For those reorganizations reflected in interim financial statements
issued before the amendments in this Update are effective, retrospective
application is required. The clarifications of the guidance on the embedded
derivates and hedging (Subtopic 815-15) are effective for fiscal years
beginning after December 15, 2009, and should be applied to existing
contracts (hybrid instruments) containing embedded derivative features at the
date of adoption. The Company does not expect the provisions of ASU 2010-08
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU
2010-09), Subsequent Events (Topic 855), amending guidance on subsequent
events to alleviate potential conflicts between FASB guidance and SEC
requirements. Under this amended guidance, SEC filers are no longer required
to disclose the date through which subsequent events have been evaluated in
originally issued and revised financial statements. This guidance was
effective immediately and we adopted these new requirements for the period
ended March 31, 2010. The adoption of this guidance did not have a material
impact on our financial statements.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-14 (ASU 2010-14), Accounting for Extractive
Activities - Oil and Gas. This amendment makes amendments to paragraph 932-
10-S99-1 due to SEC release No. 33-8995, Modernization of Oil and Gas
Reporting. The Company does not expect the provisions of ASU 2010-14 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
through ASU 2010-19 and deemed that they were immaterial.
F-10
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
Note 4 Oil and Gas Properties
a) Effective July 1, 2009, the Company purchased various producing
properties located in Garvin County, Pottawatomie County, Nowata County and
Seminole County, Oklahoma. The Company utilized short-term financing to
acquire these properties. The various net revenue acquired range from .2808%
to a 67.97% net revenue interest. In October of 2009, the Company acquired
additional working interest in two of the leases. In November of 2009, the
Company acquired a 57.2682% working interest in the Thompson #2 well, located
in Garvin County, Oklahoma.
b) In an agreement dated on December 1, 2009, but made effective
January 1, 2010, the Company sold all of its working interest in the Heath
lease located in Seminole County, Oklahoma. The sales price for this
transaction was $55,000, to be paid on or before one year from the date of
the agreement. The Company received a payment in the amount of $4,583 from
the purchaser with a balance due of $50,417. The amount due is not in
default as of June 30, 2010. A gain of $4,398 has been recognized in the
financial statements.
On February 22, 2010, the Company sold all of its working interest in the
Jameson lease, retaining a three percent (3%) overriding royalty interest.
The sale price for this transaction was $10,000 and has been paid in full. A
loss of $13,900 has been recognized in the financial statements.
c) On January 27, 2009, the Company entered into a Participation Agreement
with Nitro Petroleum Incorporated ("Nitro"), pursuant to which the Company
obtained from Nitro the right to participate in Phase One of Nitro's Powder
River Basin Project in Montana. Nitro acquired certain oil and gas leases in
the Powder River Basin in Montana pursuant to a Memorandum of Understanding
dated January 26, 2009 with REDS, LLC.
Pursuant to the terms of the Participation Agreement, Nitro is being carried
to the tanks with respect to a 25% working interest in Phase One of the
Powder River Basin Project. The Company is acquiring a 37.5% working
interest in Phase One of the Powder River Basin Project in exchange for an
agreement to pay 50% of the expenses of Phase One of the Powder River Basin
Project. Additionally, the Company shall have the right to purchase up to a
37.5% working interest in Phase Two and Phase Three of the Powder River Basin
Project upon substantially the same terms as Phase One. Nitro will be the
operator of all wells drilled during Phase One of the Powder River Basin
Project.
The Company has paid $57,500 towards the Participation Agreement with Nitro.
The payments have been recorded in the financial statements as participation
deposits.
F-11
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
Note 5 Notes Payable and Short-Term Financing
At June 30, 2010, the Company had a short term note payable to Sierra Growth,
Inc., an investment company located in Charlestown, Nevis. This note bears
an interest rate of 10% per annum and is due upon demand. If the Holder
makes a demand for repayment, the Company must repay the principal balance of
this note and accrued and unpaid interest thereon within sixty (60) days.
Interest has been accrued in the amount of $56,224 as of June 30, 2010 and
has a principal balance of $751,714.
At June 30, 2010, the Company had a short term note payable to Global Energy,
LLC an oil and gas company located in Shawnee, Oklahoma. This note bears an
interest rate of 10% per annum and is payable upon demand. If the Holder
makes a demand for repayment, the Company must repay the principal balance of
this note and accrued and unpaid interest thereon within sixty (60) days.
Interest has been accrued in the amount of $18,120 as of June 30, 2010 and
has a principal balance of $242,266.
The company has also obtained financing from a consultant with a balance of
$31,754 (2008, $10,051) and also has received advances of $92,416 (2008, $0)
from unrelated third parties. The balances are due on demand and are not
interest bearing. However, Generally Accepted Account Principles (GAAP)
requires interest expense to be imputed on the outstanding balances of the
advances. The Company has accrued interest in the amount of $10,732 for
these advances as of June 30, 2010 (2009, $0).
Note 6 Related Party Transactions
During the three months ended June 30, 2010 and 2009, the Company incurred
management fees charged by a director of the Company totaling $3,000 and $0.
Note 7 Common Stock
As of June 30, 2010 there were 44,400,000 shares of common stock issued and
outstanding.
F-12
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
JUNE 30, 2010
(Unaudited)
Note 8 Subsequent Events
The Company, along with Global Energy, LLC (Plaintiffs), filed a joint
petition against Reed Power Tongs, Inc. and 4K Energy, LLC (Defendants),
alleging breach of contract of the joint operating agreement the Plaintiffs
entered into with the Defendants covering the Karsyn No. 1, the Heath well
and the Josh well.
The Plaintiffs are alleging that the Defendants charged excessive fees for
services rendered by unrelated entities, failed to obtain written approval
from working interest owners before charging inflated fees with their
affiliated companies and knowingly and intentionally withholding of
production revenue from both Precision and Global.
The Plaintiffs are demanding an accounting of all charges and revenue for the
Karsyn, Josh and Heath wells and are asking for damages related to breach of
contract and fraud. The Plaintiffs are asking for damages in excess of
$10,000 for four different actions and also for sums in excess of $10,000 for
punitive and exemplary damages for the Defendants conduct described in the
petition.
F-13
Management's Discussion and Analysis
As used in this Interim Report: (i) the terms "we", "us", "our" and the
"Company" mean Precision Petroleum Corporation (ii) "SEC" refers to the
Securities and Exchange Commission; (iii) "Exchange Act" refers to the United
States Securities Exchange Act of 1934, as amended; and (iv) all dollar
amounts refer to United States dollars unless otherwise indicated.
The following is a discussion of our plan of operations, results of
operations and financial condition as of and for the nine months ended June
30, 2010.
Liquidity and Capital Resources
The Company had a cash balance of $6,543 as of June 30, 2010, compared to
cash balance of $12,944 as of September 30, 2009. The Company had a working
capital deficiency of $1,116,941 as of June 30, 2010, compared to working
capital deficiency of $1,026,250 as of September 30, 2009.
The Company will continue to utilize the free labor of its directors and
stockholder until such time as funding is sourced from the capital markets.
It is anticipated that funding for the next twelve months will be required to
maintain the Company.
Results of Operations
For the three months ended June 30, 2010, the Company had revenue of $40,104,
as compared to $0 for the three months ended June 30, 2009. Revenue from oil
and gas sales increased $2,158 from the previous quarter, primarily due to
increases in oil prices.
For the nine months ended June 30, 2010, the Company had revenues of $141,061
from production of oil and gas, as compared to $0 for the nine months ended
June 30, 2009.
Cost of continued operations for the three months ended June 30, 2010 was
$104,371 resulting in a net loss for the period of $64,267 compared to costs
of continued operations of $13,151 for the three months ended June 30, 2009
resulting in a net loss for the period of $12,215. Costs from oil and gas
operations increased by roughly $9,700, due to increased maintenance costs
and costs associated with attempts to increase production made by the
operator of the oil and gas properties. Interest, bad debt expense, legal
costs and general and administrative costs were down significantly from the
prior quarter. This decrease helped lower our overall loss for the quarter.
Cost of continued operations for the nine months ended June 30, 2010 was
$331,660, resulting in a net loss for the period of $190,599 compared to
$30,220 for the nine months ended June 30, 2009, resulting in a net loss for
the period of $31,660.
The Company expects to continue to receive revenues from the properties on
the Oklahoma properties and the Company expects for these revenues to
increase. Planned exploration ventures should increase revenues for the
fiscal year ending September 30, 2010.
3
Going Concern
The Company has not attained profitable operations and is dependent upon
obtaining financing to pursue any extensive acquisitions and exploration
activities. For these reasons, the Company's auditors stated in their report
on the Company's audited financial statements that they have substantial
doubt the Company will be able to continue as a going concern without further
financing.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial
condition, changes of financial condition, revenues, expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Plan of Operation for the Next Twelve (12) Months
The following discussion of our plan of operation, financial condition,
results of operations, cash flows and changes in financial position should be
read in conjunction with our most recent financial statements and notes
appearing elsewhere in this Form 10-Q quarterly report and our Form 10-K/A
annual report filed February 22, 2010.
Our plan of operations for the current fiscal year is to maintain the current
properties we have and recomplete some of the properties that we feel will
generate more revenue.
During the twelve-month period following the date of our annual report, we
anticipate that we will continue to generate revenue from our oil leases.
However, we anticipate that such revenue will not be sufficient to cover all
of our expenses. Accordingly, we will be required to obtain additional
financing in order to continue our plan of operations during and beyond the
next twelve months. We anticipate that additional funding could be in the
form of either debt or equity financing from the sale of our common stock.
However, we do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
to fund our operations. In the absence of such financing, our business plan
will fail. Even if we are successful in obtaining financing to fund our
operations, there is no assurance that we will obtain the funding necessary
to pursue any further exploration of our properties. If we do not obtain
additional financing, we may be forced to dispose of operating oil and gas
leases located in Oklahoma.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the
information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934 (the "Exchange Act")). Based upon this evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls
and procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting
during the current quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the
information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Pursuant to Rule 601 of Regulation S-B, the following exhibits are
included herein or incorporated by reference.
Exhibit
Number Description
3.1 Articles of Incorporation, as Amended*
3.2 Bylaws*
31.1 Section 302 Certification - Chief Executive Officer
31.2 Section 302 Certification - Chief Financial Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 - Chief Executive Officer.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 - Chief Financial Officer.
* Incorporated by reference to our Form S-1 Registration Statement filed on
April 24, 2008, SEC File Number 333-149823.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 20th day
of August, 2010.
PRECISION PETROLEUM CORPORATION
Date: August 20, 2010 By: /s/ Richard Porterfield
--------------- -----------------------
Name: Richard Porterfield
Title: President (principal
executive officer)
By: /s/ James Kirby
--------------------------------
Name: James Kirby
Title: Treasurer (principal financial
officer and principal accounting
officer)
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