Attached files
file | filename |
---|---|
EX-32 - AMERICAN PETRO-HUNTER INC | v208897_ex32.htm |
EX-10.1 - AMERICAN PETRO-HUNTER INC | v208897_ex10-1.htm |
EX-31.1 - AMERICAN PETRO-HUNTER INC | v208897_ex31-1.htm |
EX-31.2 - AMERICAN PETRO-HUNTER INC | v208897_ex31-2.htm |
EX-10.2 - AMERICAN PETRO-HUNTER INC | v208897_ex10-2.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended: September 30, 2010
¨
|
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 0-22723
AMERICAN
PETRO-HUNTER INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
98-0171619
|
|||
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
|||
Incorporation
or Organization)
|
Identification
Number)
|
|||
17470
North Pacesetter Way
Scottsdale,
AZ 85255
|
||||
(Address
of principal executive offices) (Zip
Code)
|
(480)
305-2052
|
||||
(Registrant’s
telephone number, including area
code)
|
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. x
Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). ¨
Yes ¨ 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
(Do
not check if smaller
reporting
company)
|
x
|
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 x No
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Class
|
Outstanding
at November 12, 2010
|
|
Common
stock, $.001 par value
|
27,060,561
|
AMERICAN
PETRO HUNTER INC.
FORM
10-Q
September
30, 2010
PAGE
|
|
PART
I—FINANCIAL INFORMATION
|
|
Item
1. Financial Statements.
|
4
|
Condensed Balance Sheets as of
September 30, 2010 (Unaudited) and December 31, 2009 Audited).
|
4
|
Condensed
Statements of Operations for the three and nine month periods ended
September
30,
2010 and 2009 and for the period from January 24, 1996 (inception) to
September 30, 2010 (Unaudited)
|
5
|
Condensed
Statements of Cash Flows for the nine month periods ended September 30,
2010
and
2009 and for the period from January 24, 1996 (inception) to September 30,
2010 (Unaudited)
|
6
|
Condensed Statements of
Stockholders’ Equity (Deficit) for the nine month period ended
September
30, 2010 and for the period from January 24, 1996 (inception) to September
30, 2010
(Unaudited) )
|
7
|
Notes to Financial
Statements
|
8
|
Item
2. Management’s Discussion and Analysis of Financial Condition
and Results
of Operations
|
16
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
20
|
Item
4. Controls and Procedures
|
21
|
PART
II—OTHER INFORMATION
|
|
Item
1. Legal Proceedings
|
22
|
Item
1A. Risk Factors
|
22
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
22
|
Item
3. Defaults Upon Senior Securities
|
22
|
Item
4. Reserved
|
22
|
Item
5. Other Information
|
22
|
Item
6. Exhibits
|
23
|
Signatures
|
24
|
2
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A
amends the Quarterly Report on Form 10-Q of American Petro-Hunter, Inc., a
Nevada corporation (the “Company,” “we,” “us,” or “our”) originally filed with
the SEC on November 15, 2010, to among other things, to revise the discussion of
our oil and gas properties in Note 2 to the financial statements and to revise
Note 4 to the financial statements - Investments in Mineral
Properties.
FORWARD-LOOKING
STATEMENTS
This
Report on Form 10-Q contains forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. Reference is made in particular to the description of our plans
and objectives for future operations, assumptions underlying such plans and
objectives, and other forward-looking statements included in this
report. Such statements may be identified by the use of
forward-looking terminology such as “may,” “will,” “expect,” “believe,”
“estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of
such terms, or the negative of such terms. Such statements are based
on management’s current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ materially from those
described in the forward-looking statements. Such statements address
future events and conditions concerning, among others, capital expenditures,
earnings, litigation, regulatory matters, liquidity and capital resources, and
accounting matters. Actual results in each case could differ
materially from those anticipated in such statements by reason of factors such
as future economic conditions, changes in consumer demand, legislative,
regulatory and competitive developments in markets in which we operate, results
of litigation, and other circumstances affecting anticipated revenues and costs,
and the risk factors set forth under the heading “Risk Factors” in our Annual
report on Form 10-K for the fiscal year ended December 31, 2009, filed on March
26, 2010.
YOU
SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The
forward-looking statements made in this report on Form 10-Q relate only to
events or information as of the date on which the statements are made in this
report on Form 10-Q. Except as required by law, we undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or otherwise, after the date on
which the statements are made or to reflect the occurrence of unanticipated
events. You should read this report and the documents that we
reference in this report, including documents referenced by incorporation,
completely and with the understanding that our actual future results may be
materially different from what we expect or hope.
3
PART
I—FINANCIAL INFORMATION
Amerian
Petro-Hunter, Inc.
|
(A
Development Stage Company)
|
Condensed
Balance Sheets
|
(Unaudited)
|
||||||||
September
30,
|
December
31,
|
|||||||
2010
|
2009
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 3,307 | $ | 38,021 | ||||
Accounts
receivable
|
12,941 | 5,018 | ||||||
Other
receivable
|
- | 13,184 | ||||||
Taxes
recoverable
|
2,111 | 2,111 | ||||||
Prepaid
expenses
|
2,200 | - | ||||||
Total
current assets
|
20,559 | 58,334 | ||||||
Investments
in mineral properties
|
930,964 | 708,434 | ||||||
Total
assets
|
$ | 951,523 | $ | 766,768 | ||||
Liabilities
and Stockholders' (Deficit)
|
||||||||
Liabilities:
|
||||||||
Accounts
payable and other liabilities
|
$ | 257,424 | $ | 184,602 | ||||
Note
payable
|
39,304 | 35,977 | ||||||
Convertible
debenture
|
1,334,783 | - | ||||||
Accrued
interest on convertible debenture
|
79,499 | - | ||||||
Convertible
debenture, net of discount of $0 and $384,021
|
633,306 | 599,285 | ||||||
Accrued
interest on convertible debenture
|
9,750 | - | ||||||
Loan
guarantee
|
94,860 | 94,860 | ||||||
Total
liabilities
|
2,448,926 | 914,724 | ||||||
Stockholders'
equity
|
||||||||
Common
stock, $0.001 par value, 200,000,000 shares authorized,
|
||||||||
27,060,561
and 23,748,561 shares issued and outstanding as
|
||||||||
of
September 30, 2010 and December 31, 2009, respectively
|
27,061 | 23,749 | ||||||
Common
stock to be issued; 542,857 and 1,830,825 as of
|
||||||||
September
30, 2010 and December 31, 2009, respectively
|
543 | 1,831 | ||||||
Additional
paid-in capital
|
5,833,288 | 5,110,636 | ||||||
Accumulated
comprehensive gain (loss)
|
(8,114 | ) | (8,114 | ) | ||||
(Deficit)
accumulated during development stage
|
(7,350,181 | ) | (5,276,058 | ) | ||||
Total
stockholders' (deficit)
|
(1,497,403 | ) | (147,956 | ) | ||||
Total
liabilities and stockholders' (deficit)
|
$ | 951,523 | $ | 766,768 |
The
accompanying notes are an integral part of these financial
statements.
4
Amerian
Petro-Hunter, Inc.
|
(A
Development Stage Company)
|
Condensed
Statements of Operations
|
For
the three months ended
|
For
the nine months ended
|
from
January 24,
|
||||||||||||||||||
September
30,
|
September
30,
|
1996
(inception) to
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
September
30, 2010
|
||||||||||||||||
Revenue
|
$ | 37,840 | $ | 54,981 | $ | 57,963 | $ | 54,981 | $ | 135,691 | ||||||||||
Cost
of Goods Sold
|
||||||||||||||||||||
Production
expenses
|
23,463 | 2,491 | 34,834 | 2,491 | 47,924 | |||||||||||||||
Gross
profit
|
14,377 | 52,490 | 23,129 | 52,490 | 87,767 | |||||||||||||||
General
and administrative
|
106,141 | 81,314 | 306,319 | 282,225 | 2,458,655 | |||||||||||||||
Executive
compensation
|
79,000 | 63,000 | 364,000 | 135,749 | 937,237 | |||||||||||||||
Rent
|
12,532 | 179 | 33,697 | 379 | 93,910 | |||||||||||||||
Impairment
expense
|
642,260 | 516,150 | 759,160 | 516,150 | 1,859,340 | |||||||||||||||
Total
expenses
|
839,933 | 660,643 | 1,463,176 | 934,503 | 5,349,142 | |||||||||||||||
Net
loss before other income (expense)
|
(825,556 | ) | (608,153 | ) | (1,440,047 | ) | (882,013 | ) | (5,261,375 | ) | ||||||||||
Other
income (expense):
|
||||||||||||||||||||
Interest
expense
|
(179,218 | ) | (80,949 | ) | (634,076 | ) | (84,784 | ) | (899,516 | ) | ||||||||||
Loan
placement fee
|
- | - | - | (238,227 | ) | (238,227 | ) | |||||||||||||
Loss
from loan guarantee
|
- | - | - | - | (84,858 | ) | ||||||||||||||
Loss
from settlement of debt
|
- | - | - | (14,971 | ) | (14,971 | ) | |||||||||||||
Income
from debt forgiveness
|
- | - | - | - | 85,960 | |||||||||||||||
Total
other income (expenses)
|
(179,218 | ) | (80,949 | ) | (634,076 | ) | (337,982 | ) | (1,151,612 | ) | ||||||||||
Net
loss from continuing operations
|
(1,004,774 | ) | (689,102 | ) | (2,074,123 | ) | (1,219,995 | ) | (6,412,987 | ) | ||||||||||
Net
loss from discontinued operations
|
- | - | - | - | (937,194 | ) | ||||||||||||||
Net
loss
|
(1,004,774 | ) | (689,102 | ) | (2,074,123 | ) | (1,219,995 | ) | (7,350,181 | ) | ||||||||||
Foreign
currency translation gain
|
- | (16,497 | ) | - | 20,221 | (8,114 | ) | |||||||||||||
Comprehensive
loss
|
$ | (1,004,774 | ) | $ | (705,599 | ) | $ | (2,074,123 | ) | $ | (1,199,774 | ) | $ | (7,358,295 | ) | |||||
common
shares outstanding
|
||||||||||||||||||||
basic
and fully diluted
|
27,060,561 | 23,039,770 | 26,170,218 | 19,182,852 | ||||||||||||||||
Net
(loss) per share
basic
and fully diluted
|
(0.037 | ) | (0.031 | ) | $ | (0.079 | ) | $ | (0.063 | ) | ||||||||||
The
accompanying notes are an integral part of these financial
statements.
5
Amerian
Petro-Hunter, Inc.
|
(A
Development Stage Company)
|
Condensed
Statement of Cash Flows
|
For
the Period
|
||||||||||||
For
the nine months ended
|
from
January 24,
|
|||||||||||
September
30,
|
1996
(inception) to
|
|||||||||||
2010
|
2009
|
September
30, 2010
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Net
loss
|
$ | (2,074,123 | ) | $ | (1,219,995 | ) | $ | (7,350,181 | ) | |||
Adjustments
to reconcile net (loss) to net cash used in oerating
activities:
|
||||||||||||
Accrued
interest on notes payable
|
3,325 | 1,472 | 19,724 | |||||||||
(Gain)
loss from loan guarantee
|
- | 4,447 | 94,860 | |||||||||
Warrants
issued for services
|
- | 238,227 | 366,227 | |||||||||
Shares
issued for services and compensation
|
170,000 | - | 1,162,558 | |||||||||
Amortization
of discount
|
384,022 | 52,199 | 581,627 | |||||||||
Impairment
expense
|
759,160 | - | 1,531,889 | |||||||||
Accrued
interest on convertible debenture
|
89,249 | 516,150 | 89,249 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
(Increase)
decrease in accounts receivable
|
(7,923 | ) | (9,642 | ) | (12,941 | ) | ||||||
(Increase)
decrease in other receivable
|
13,184 | - | - | |||||||||
(Increase)
decrease in taxes recoverable
|
- | (108 | ) | (2,111 | ) | |||||||
(Increase)
decrease in prepaid expenses
|
(2,200 | ) | - | (2,200 | ) | |||||||
Increase
(decrease) in accounts payable and other liabilities
|
72,822 | 152,855 | 2,035,785 | |||||||||
Increase
(decrease) in due to related parties
|
- | (123,852 | ) | (107,170 | ) | |||||||
Net
cash (used) by operating activities
|
(592,484 | ) | (388,247 | ) | (1,592,684 | ) | ||||||
Cash
flows from investing activities
|
||||||||||||
Acquisition
of investments in mineral properties
|
(981,689 | ) | (1,093,758 | ) | (2,455,352 | ) | ||||||
Net
cash provided by investing activities
|
(981,689 | ) | (1,093,758 | ) | (2,455,352 | ) | ||||||
Cash
flows from financing activities
|
||||||||||||
Proceeds
from sale of common stock, net of share issuance costs
|
155,000 | 262,132 | 803,168 | |||||||||
Proceeds
from warrant exercise
|
49,676 | - | 695,200 | |||||||||
Puchase
of common shares for promissory note
|
- | 219,863 | - | |||||||||
Proceeds
from note payable
|
- | 106,779 | 243,000 | |||||||||
Proceeds
from convertible debenture
|
1,334,783 | 999,985 | 2,334,783 | |||||||||
Payments
for convertible debenture
|
- | - | (16,694 | ) | ||||||||
Net
cash provided by financing activities
|
1,539,459 | 1,588,759 | 4,059,457 | |||||||||
Foreign
currency translation effect on cash
|
- | 20,221 | (8,114 | ) | ||||||||
Net
increase (decrease) in cash
|
(34,714 | ) | 126,975 | 3,307 | ||||||||
Cash
- beginning
|
38,021 | 136 | - | |||||||||
Cash
- ending
|
$ | 3,307 | $ | 127,111 | $ | 3,307 | ||||||
Supplemental
disclosures:
|
||||||||||||
Interest
paid
|
$ | 88,500 | $ | - | $ | 88,500 | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - | ||||||
Non-cash
transactions:
|
||||||||||||
Warrants
issued for services
|
$ | - | $ | - | $ | 366,227 | ||||||
Shares
issued for services and compensation
|
$ | 170,000 | $ | - | $ | 1,162,558 | ||||||
Note
payable converted to common stock
|
$ | 350,000 | $ | - | $ | 569,864 | ||||||
Accounts
payable converted to common stock
|
$ | - | $ | - | $ | 165,082 |
The
accompanying notes are an integral part of these financial
statements.
6
Amerian
Petro-Hunter, Inc.
|
Condensed
Statement of Stockholder's Equity
(Deficit)
|
Deficit
|
||||||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||||||
Common
Stock
|
Additional
|
Common
|
during
the
|
Accumulated
|
Stockholder's
|
|||||||||||||||||||||||
Paid-in
|
Stock
to
|
development
|
Comp.
|
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
be
issued
|
stage
|
gain(loss)
|
(Deficit)
|
||||||||||||||||||||||
Shares
issued for cash, net of issue costs
|
10,497,300 | $ | 10,497 | $ | 296,833 | $ | - | $ | - | $ | - | $ | 307,330 | |||||||||||||||
Net
income
|
- | - | - | - | 4,856 | - | 4,856 | |||||||||||||||||||||
Balance
at December 31, 1996
|
10,497,300 | 10,497 | 296,833 | - | 4,856 | - | 312,186 | |||||||||||||||||||||
Shares
issued for cash, net of issue costs
|
187,416 | 187 | 46,850 | - | - | - | 47,037 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (96,386 | ) | - | (96,386 | ) | |||||||||||||||||||
Unrealized
foreign exchange gain
|
- | - | - | - | - | 8,258 | 8,258 | |||||||||||||||||||||
Balance
at December 31, 1997
|
10,684,716 | 10,684 | 343,683 | - | (91,530 | ) | 8,258 | 271,095 | ||||||||||||||||||||
Stock
reverse split 3:1
|
(7,123,094 | ) | (7,123 | ) | 7,123 | - | - | - | - | |||||||||||||||||||
Shares
issued
|
7,773,026 | 7,773 | 1,980,833 | - | - | - | 1,988,606 | |||||||||||||||||||||
Unrealized
foreign exchange loss
|
- | - | - | - | - | (8,258 | ) | (8,258 | ) | |||||||||||||||||||
Net
loss
|
- | - | - | - | (1,798,830 | ) | - | (1,798,830 | ) | |||||||||||||||||||
Balance
at December 31, 1998
|
11,334,648 | 11,334 | 2,331,639 | - | (1,890,360 | ) | - | 452,613 | ||||||||||||||||||||
1998
issuance cancelled
|
(4,800,000 | ) | (4,800 | ) | (1,339,200 | ) | - | - | - | (1,344,000 | ) | |||||||||||||||||
Share
issue costs
|
500,000 | 500 | 85,000 | - | - | - | 85,500 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (307,331 | ) | - | (307,331 | ) | |||||||||||||||||||
Balance
at December 31, 1999
|
7,034,648 | 7,034 | 1,077,439 | - | (2,197,691 | ) | - | (1,113,218 | ) | |||||||||||||||||||
Shares
issued
|
4,435,570 | - | 1,083,791 | - | - | - | 1,083,791 | |||||||||||||||||||||
Finders'
fees
|
- | - | 48,000 | - | - | - | 48,000 | |||||||||||||||||||||
Share
purchase warrants
|
- | - | 80,000 | - | - | - | 80,000 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (547,097 | ) | - | (547,097 | ) | |||||||||||||||||||
Balance
at December 31, 2000
|
11,470,218 | 7,034 | 2,289,230 | - | (2,744,788 | ) | - | (448,524 | ) | |||||||||||||||||||
Stock
reverse split 10:1
|
(10,323,196 | ) | (5,887 | ) | 5,887 | - | - | - | - | |||||||||||||||||||
Shares
issued
|
4,253,617 | 4,254 | 552,106 | - | - | - | 556,360 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (297,352 | ) | - | (297,352 | ) | |||||||||||||||||||
Balance
at December 31, 2001
|
5,400,639 | 5,401 | 2,847,223 | - | (3,042,140 | ) | - | (189,516 | ) | |||||||||||||||||||
Shares
issued
|
220,000 | 220 | 21,780 | - | - | - | 22,000 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (29,664 | ) | - | (29,664 | ) | |||||||||||||||||||
Balance
at December 31, 2002
|
5,620,639 | 5,621 | 2,869,003 | - | (3,071,804 | ) | - | (197,180 | ) | |||||||||||||||||||
Shares
issued
|
430,000 | 430 | 25,370 | - | - | - | 25,800 | |||||||||||||||||||||
Other
comprehensive loss
|
- | - | - | - | 17,920 | (17,920 | ) | - | ||||||||||||||||||||
Net
loss
|
- | - | - | - | (57,652 | ) | - | (57,652 | ) | |||||||||||||||||||
Balance
at December 31, 2003
|
6,050,639 | 6,051 | 2,894,373 | - | (3,111,536 | ) | (17,920 | ) | (229,032 | ) | ||||||||||||||||||
Shares
issued for services rendered
|
475,000 | 475 | 56,525 | - | - | - | 53,774 | |||||||||||||||||||||
Other
comprehensive loss
|
- | - | - | - | - | (9,773 | ) | (9,773 | ) | |||||||||||||||||||
Net
loss
|
- | - | - | - | (134,058 | ) | - | (134,058 | ) | |||||||||||||||||||
Balance
at December 31, 2004
|
6,525,639 | 6,526 | 2,950,898 | - | (3,245,594 | ) | (27,693 | ) | (319,089 | ) | ||||||||||||||||||
Shares
issued for services rendered
|
- | - | - | - | - | - | 3,226 | |||||||||||||||||||||
Shares
issued for cash
|
1,739,380 | 1,739 | 85,230 | - | - | - | 86,969 | |||||||||||||||||||||
Other
comprehensive loss
|
- | - | - | - | - | (6,156 | ) | (6,156 | ) | |||||||||||||||||||
Net
loss
|
- | - | - | - | (70,711 | ) | - | (70,711 | ) | |||||||||||||||||||
Balance
at December 31, 2005
|
8,265,019 | 8,265 | 3,036,128 | - | (3,316,305 | ) | (33,849 | ) | (305,761 | ) | ||||||||||||||||||
Other
comprehensive loss
|
- | - | - | - | - | (6,380 | ) | (6,380 | ) | |||||||||||||||||||
Net
loss
|
- | - | - | - | (72,398 | ) | - | (72,398 | ) | |||||||||||||||||||
Balance
at December 31, 2006
|
8,265,019 | 8,265 | 3,036,128 | - | (3,388,703 | ) | (40,229 | ) | (384,539 | ) | ||||||||||||||||||
Other
comprehensive loss
|
- | - | - | - | - | (49,031 | ) | (49,031 | ) | |||||||||||||||||||
Share
subscription received in advance
|
- | - | - | 60,000 | - | - | 60,000 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (107,554 | ) | - | (107,554 | ) | |||||||||||||||||||
Balance
at December 31, 2007
|
8,265,019 | 8,265 | 3,036,128 | 60,000 | (3,496,257 | ) | (89,260 | ) | (481,124 | ) | ||||||||||||||||||
Share
issued for subscription recd in 07
|
1,200,000 | 1,200 | 58,800 | (60,000 | ) | - | - | - | ||||||||||||||||||||
Common
stock sold at $0.05 per share
|
600,000 | 600 | 29,400 | - | - | - | 30,000 | |||||||||||||||||||||
Share
subscription received in 2008
|
- | - | - | 40,000 | - | - | 40,000 | |||||||||||||||||||||
Other
comprehensive gain
|
- | - | - | - | - | 81,146 | 81,146 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (123,823 | ) | - | (123,823 | ) | |||||||||||||||||||
Balance
at December 31, 2008
|
10,065,019 | 10,065 | 3,124,328 | 40,000 | (3,620,080 | ) | (8,114 | ) | (453,801 | ) | ||||||||||||||||||
Shares
owed at December 31, 2008 issued
|
800,000 | 800 | 39,200 | (40,000 | ) | - | - | - | ||||||||||||||||||||
Shares
issued for cash
|
2,250,000 | 2,250 | 42,750 | - | - | - | 45,000 | |||||||||||||||||||||
Shares
issued for accts payable conversion
|
8,254,088 | 8,254 | 156,828 | - | - | 165,082 | ||||||||||||||||||||||
Shares
issued for notes payable conversion
|
879,454 | 880 | 218,984 | - | - | - | 219,864 | |||||||||||||||||||||
Warrants
issued for services
|
- | - | 238,227 | - | - | - | 238,227 | |||||||||||||||||||||
Warrant
exercise
|
1,500,000 | 1,500 | 223,500 | - | - | - | 225,000 | |||||||||||||||||||||
Shares
sold for cash, not issued at year-end
|
- | - | 66,310 | 190 | - | - | 66,500 | |||||||||||||||||||||
Warrant
exercise, not issued yet at year-end
|
- | - | 418,883 | 1,641 | - | - | 420,524 | |||||||||||||||||||||
Warrants
issued with debt
|
- | - | 581,626 | - | - | - | 581,626 | |||||||||||||||||||||
Net
loss
|
- | - | - | - | (1,655,978 | ) | - | (1,655,978 | ) | |||||||||||||||||||
Balance
at December 31, 2009
|
23,748,561 | $ | 23,749 | $ | 5,110,636 | $ | 1,831 | $ | (5,276,058 | ) | $ | (8,114 | ) | $ | (147,956 | ) | ||||||||||||
Shares
issued for executive compensation
|
250,000 | 250 | 169,750 | 170,000 | ||||||||||||||||||||||||
Shares
issued from shares to be issued
|
1,830,825 | 1,831 | (1,831 | ) | - | |||||||||||||||||||||||
Exercise
of Warrants
|
231,175 | 231 | 34,445 | 34,676 | ||||||||||||||||||||||||
Shares
issued for convertible debt
|
1,000,000 | 1,000 | 349,000 | 350,000 | ||||||||||||||||||||||||
Shares
sold for cash
|
154,557 | 443 | 155,000 | |||||||||||||||||||||||||
Exercise
of Warrants
|
14,900 | 100 | 15,000 | |||||||||||||||||||||||||
Net
loss
|
(2,074,123 | ) | (2,074,123 | ) | ||||||||||||||||||||||||
Balance
at September 30, 2010
|
27,060,561 | $ | 27,061 | $ | 5,833,288 | $ | 543 | $ | (7,350,181 | ) | $ | (8,114 | ) | $ | (1,497,403 | ) |
The
accompanying notes are an integral part of these financial
statements.
7
American
Petro-Hunter Inc.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2010
1.
|
Nature
and Continuance of Operations
|
American
Petro-Hunter Inc. (the “Company”) was incorporated in the State of Nevada on
January 24, 1996 as Wolf Exploration Inc. On March 17, 1997, Wolf Exploration
Inc. changed its name to Wolf Industries Inc.; on November 21, 2000, they
changed its name to Travelport Systems Inc., and on August 17, 2001, changed its
name to American Petro-Hunter Inc.
The
Company is evaluating the acquisition of certain natural resource projects with
the intent of developing such projects. The Company focus is currently in
locating and assessing potential acquisition targets, including real property,
oil and gas companies.
Going
Concern
These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) applicable to a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. The Company is
at a development stage and has minimal revenues, has limited assets and has
accumulated deficit and comprehensive losses during the development period of
$7,350,181 and requires additional funds to maintain its operations.
Management’s plan in this regard is to raise equity financing as required. There
can be no assurance that sufficient funding will be obtained. The foregoing
matters raise substantial doubt about the Company’s ability to continue as a
going concern. The condensed financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
Development
Stage Activities
The
Company is in the development stage. We have had minimal revenue from
our current operations. To generate revenue, our new business plan is
to focus development of our natural resource projects. Based upon our
business plan, we are a development stage enterprise. Accordingly, we
present our financial statements in conformity with the accounting principles
generally accepted in the United States of America that apply in establishing
operating enterprises. As a development stage enterprise, we disclose
the deficit accumulated during the development stage and the cumulative
statements of operations and cash flows from our inception to the current
balance sheet date.
2.
|
Significant
Accounting Policies
|
The
following is a summary of significant accounting policies used in the
preparation of these financial statements.
Principles
of accounting
These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP).
Income
taxes
The
Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC
740-10-5”). Under ASC 740-10-25, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under ASC 740-10-25, 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.
Revenue
Recognition
It is our
policy that revenues will be recognized in accordance with ASC subtopic 605-10
(formerly SEC Staff Accounting Bulletin (SAB) No. 104, “Revenue
Recognition.”). Under ASC 605-10, product revenues are recognized
when persuasive evidence of an arrangement exists, delivery has occurred, the
sales price is fixed and determinable and collectability is reasonably
assured.
8
Use
of estimates
The
preparation of financial statements, in conformity with accounting principles
generally accepted in the United States, requires management to make estimates
and assumptions that affect the reported amount 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.
Net
loss per share
In
accordance with ASC subtopic 260-10, the basic loss per common share is computed
by dividing net loss available to common stockholders by the weighted average
number of common shares outstanding. Diluted loss per common share is
computed similar to basic loss per common share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive.
Financial
instruments
The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable, accounts payable, notes payable and loan guarantee. Unless otherwise
noted, it is management’s opinion that the Company is not exposed to significant
interest, or credit risks arising from these financial instruments. The fair
values of these financial instruments approximate their carrying values because
of their relatively short-term maturities. See Note 5 for further
details.
Reclassifications
Certain
comparative figures have been reclassified to conform to the current period’s
presentation.
Oil
and Gas Properties
We follow the successful efforts method of accounting for oil and gas exploration and
production activities. All costs for development wells, related plant
and equipment, proved mineral interests in oil and gas properties are
capitalized. Costs of exploratory wells are capitalized pending
determination of whether the wells found proved reserves. Cost of
wells that are assigned proved reserves remain capitalized. All other
exploratory wells and costs are expensed.
Depreciation, depletion and amortization
of all capitalized costs of
proved oil and gas producing properties are expensed using the straight-line
method over the life of each well. Period valuation provisions
for impairment of capitalized costs of unproved mineral interests are
expensed. The costs of
unproved properties are excluded from amortization until the properties are
evaluated.
Unproved properties are assessed periodically individually when drilling and flow
testing results indicate whether there is an economic resource or not. All
capitalized costs associated with properties that have been determined to be a
“dry-hole” are impaired when that determination is made. Proved properties are assessed
periodically for impairment on an individual basis. Events that can
trigger the test for possible impairment include significant decreases in the
market value of a property, significant change in the extent or manner of use or
change in property and the expectation that a property will be sold or otherwise
disposed of significantly sooner than the previously estimated useful
life. The assessment is done by comparing each property’s carrying
value to their associated estimated undiscounted future net cash
flows. Impaired properties are written down to their estimated fair
values. The resulting impairment would be expensed to operations as
impairment expense in the period in which it was determined that the impairment
was indicated and calculated.
3.
|
Recent
Accounting Pronouncements
|
The FASB
issued ASC subtopic 855-10 (formerly SFAS 165 “Subsequent
Events”), incorporating guidance on subsequent events into
authoritative accounting literature and clarifying the time following the
balance sheet date which management reviewed for events and transactions that
may require disclosure in the financial statements. The Company has
adopted this standard. The standard increased our disclosure by requiring
disclosure reviewing subsequent events. ASC 855-10 is included in the
“Subsequent Events” accounting guidance.
9
In April
2009, the FASB issued ASC subtopic 820-10 (formerly Staff Position
No. FAS 157-4, Determining Fair Value When Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly”). ASC 820-10 provides
guidance on how to determine the fair value of assets and liabilities when the
volume and level of activity for the asset/liability has significantly
decreased. FSP 157-4 also provides guidance on identifying circumstances
that indicate a transaction is not orderly. In addition, FSP 157-4 requires
disclosure in interim and annual periods of the inputs and valuation techniques
used to measure fair value and a discussion of changes in valuation techniques.
The Company determined that adoption of FSP 157-4 did not have a material
impact on its results of operations and financial position.
In
July 2006, the FASB issued ASC subtopic 740-10 (formerly Interpretation No.
(“FIN”) 48, “Accounting
for Uncertainty in Income Taxes”). ASC 740-10 sets forth a recognition
threshold and valuation method to recognize and measure an income tax position
taken, or expected to be taken, in a tax return. The evaluation is based on a
two-step approach. The first step requires an entity to evaluate whether the tax
position would “more likely than not,” based upon its technical merits, be
sustained upon examination by the appropriate taxing authority. The second step
requires the tax position to be measured at the largest amount of tax benefit
that is greater than 50 percent likely of being realized upon ultimate
settlement. In addition, previously recognized benefits from tax positions that
no longer meet the new criteria would no longer be recognized. The application
of this Interpretation will be considered a change in accounting principle with
the cumulative effect of the change recorded to the opening balance of retained
earnings in the period of adoption. Adoption of this new standard did not have a
material impact on our financial position, results of operations or cash
flows.
In April
2008, the FASB issued ASC 815-40 (formerly Emerging Issues Task Force (“EITF”)
07-05, "Determining whether an
Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock").
ASC815-40 applies to any freestanding financial instruments or embedded features
that have the characteristics of a derivative, and to any freestanding financial
instruments that are potentially settled in an entity’s own common stock. ASC
815-40 is effective for financial statements issued for fiscal years beginning
after December 15, 2008. The adoption of this pronouncement did not
have a material impact on its financial position, results of operations or cash
flows.
In
June 2009, the FASB issued ASC 105 Accounting Standards
Codification TM and the
Hierarchy of Generally Accepted Accounting Principles. The FASB
Accounting Standards Codification TM (the “Codification”) has become the source
of authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
accordance with Generally Accepted Accounting Principles (“GAAP”). All existing
accounting standard documents are superseded by the Codification and any
accounting literature not included in the Codification will not be
authoritative. Rules and interpretive releases of the SEC issued under the
authority of federal securities laws, however, will continue to be the source of
authoritative generally accepted accounting principles for SEC registrants.
Effective September 30, 2009, all references made to GAAP in our
consolidated financial statements will include references to the new
Codification. The Codification does not change or alter existing GAAP and,
therefore, will not have an impact on our financial position, results of
operations or cash flows.
In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The adoption of
FASB ASC No. 860 will not have an impact on the Company’s financial
statements.
10
International
Financial Reporting Standards
In
November 2008, the Securities and Exchange Commission (“SEC”) issued for comment
a proposed roadmap regarding potential use of financial statements prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board. Under the proposed roadmap, the
Company would be required to prepare financial statements in accordance with
IFRS in fiscal year 2014, including comparative information also prepared under
IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential
impact of IFRS on its financial statements and will continue to follow the
proposed roadmap for future developments.
4.
|
Investments
in Mineral Properties
|
During the nine months ended September
30, 2010, the Company made eight investments in the amount of
$981,689. During the year ended December 31, 2009, the Company made
nine investments in natural resource projects in the amount of
$1,473,663. Several of those investments produced “dry holes” and
were therefore fully impaired. During the period ended September 30,
2010 and December 31, 2009, impairment expense related to these “dry holes” was
$116,900 and $765,229, respectively. During the period ended
September 30, 2010, an additional $642,260 of impairment expense was taken in
relation to a property that was sold at a loss subsequent to September 30,
2010. The property was impaired down to its subsequent sales price in
order to realize the loss in valuation during this period. Total
impairment expense for the nine months ended September 30, 2010 was
$759,160. As of September 30, 2010, the Company has investments, valued at cost, of
$930,964; $96,947 in proved
wells and $834,017 in unproved wells. At December 31, 2009, the
Company has investments, valued at costs of $708,434; $109,124 in proved wells
and $599,310 in unproved wells. Capitalized costs of proved
properties are amortized and expensed using the straight-line method over the
estimated useful life of each well. Unproved properties are
excluded from amortization. Amortization expense was not taken in the
year ended December 31, 2009 and the nine months ended September 30, 2010
because it was immaterial to the overall financials. A summary of investments
follows:
S&W
Oil & Gas, LLC - Poston Prospect
On May 4,
2009, the Company entered into a binding Letter of Intent (“LOI”) with S&W
Oil & Gas, LLC (“S&W”) to participate in the drilling for oil in the
Poston Prospect #1 Lutters in Southwest Trego County, Kansas (the “Poston
Prospect”). Pursuant to the LOI, the Company paid S&W $64,500 in
exchange for a 25% working interest in the 81.5% net revenue interest in the
Poston Prospect. During the year ended December 31, 2009, an
additional $44,624 was paid for completion of the oil well and for the purchase
of necessary equipment. During the nine months ended
September 30, 2010, the Company paid an additional $106,167 for drilling and
completion costs of a second well on this property.
S&W
Oil & Gas, LLC – Rooney Prospect
On June
19, 2009, the Company entered into a binding LOI with S&W to participate in
the drilling for oil and natural gas in the Rooney Prospect located in
southwestern Ford County, Kansas. Pursuant to the LOI, the Company
paid S&W a total of $113,333 for land acquisition and leasing costs,
$216,697 for the 3D seismic shoot costs, and $392,231 for completion of the oil
well and the purchase of necessary equipment in exchange for a 50% working
interest in the 81.5 net revenue interest of the project. As of
September 30, 2010, total costs associated with this property were
$722,260. Subsequent to September 30, 2010, this property was sold
for $80,000. During the nine months ended September 30, 2010, an
impairment charge of $642,260 was taken on this property to bring the total
capitalized costs in-line with its market value.
Oklahoma
During
the nine months ended September 30, 2010, the Company entered into an agreement
with Bay Petroleum to purchased working interests in several properties in
Oklahoma and advanced funds for lease purchases. The Company paid Bay
Petroleum $647,850 in exchange for 25% to 50% working interest in the net
revenue of the project.
11
5.
|
Fair
Value Measurements
|
The
Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair
value of certain of its financial assets required to be measured on a recurring
basis. The adoption of ASC Topic 820-10 did not impact the Company’s
financial condition or results of operations. ASC Topic 820-10
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines
fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants on
the measurement date. A fair value measurement assumes that the
transaction to sell the asset or transfer the liability occurs in the principal
market for the asset or liability. The three levels of the fair value
hierarchy under ASC Topic 820-10 are described below:
Level
1 – Valuations based on quoted prices in active markets for identical
assets or liabilities that an entity has the ability to access.
Level
2 – Valuations based on quoted prices for similar assets and liabilities in
active markets, quoted prices for identical assets and liabilities in markets
that are not active, or other inputs that are observable or can be corroborated
by observable data for substantially the full term of the assets or
liabilities.
Level
3 – Valuations based on inputs that are supportable by little or no market
activity and that are significant to the fair value of the asset or
liability.
The
following table presents a reconciliation of all assets and liabilities measured
at fair value on a recurring basis as of September 30, 2010:
Level
1
|
Level
2
|
Level
3
|
Fair
Value
|
|||||||||||||
Cash
|
$ | 3,307 | $ | - | $ | - | $ | 3,307 | ||||||||
Accounts
& other receivables
|
- | 12,941 | - | 12,941 | ||||||||||||
Prepaid
expenses
|
- | 2,200 | - | 2,200 | ||||||||||||
Accounts
payable
|
- | 257,424 | - | 257,424 | ||||||||||||
Notes
payable
|
- | 39,304 | - | 39,304 | ||||||||||||
Loan
Guarantee
|
- | 94,860 | - | 94,860 | ||||||||||||
Total
|
$ | 3,307 | 406,729 | $ | - | $ | 410,036 |
6.
|
Debt
and Debt Guarantee
|
Notes
Payable
As of
September 30, 2010 and December 31, 2009, the Company has a note payable of
$25,000 bearing interest at 12% per annum collateralized by a general security
arrangement over all of the Company’s assets. The note was payable in
full on May 18, 2007 and is therefore in default as of September 30,
2010. During nine months ended September 30, 2010 and the year ended
December 31, 2009, the Company accrued interest expense of $3,327 and $3,855,
respectively. As of September 30, 2010 and December 31, 2009, the
balance of the note payable, including accrued interest, is $39,304 and $35,977,
respectively.
During
the year ended December 31, 2009, the Company received $218,000 from the
issuance of a convertible note payable. The note paid 6% interest,
was due on April 14, 2011, and was convertible at $0.25 per
share. The note accrued interest of $1,863 before the principle and
accrued interest balance of $219,864 was converted into 879,454 shares of common
stock during the year ended December 31, 2009. As of September 30,
2010, nothing is due relating to this note payable.
Convertible
Debentures
In August
and September of 2009, the company received $1,000,000 from an investor to issue
a convertible debenture, bearing interest at a rate of 18% per annum paid
monthly on any unpaid principle balance to the investor, secured by the assets
of the Company. $500,000 of the debenture was due on August 13, 2010
and the other $500,000 was due on September 15, 2010. Subsequent to September 30, 2010, the
Company amended the promissory note to extend the repayment date of the first to
August 13, 2011 and the second to September 15, 2011. The
debenture calls for monthly interest payments to the investor until the
debenture is fully paid. The holder of the convertible debenture has
the right to convert any portion of the unpaid principle and/or accrued interest
at any time at the lower of $0.35 per share
or a 25% discount to the average closing price of the five proceeding
days. In relation to the debentures, the Company issued 2,857,142
warrants to purchase common shares of the Company for $0.50 per share. The
warrants have a term of two years. Interest payments continue to be
made. Subsequent to September 30, 2010, the
Company and Holder agreed to reduce the initial conversion price from $0.35 per
share to $0.25 per share.
12
The
warrants issued and beneficial conversion feature associated with the above
convertible debentures were valued using the black scholes option pricing model
and bifurcated out of the debenture proceeds and recorded as additional paid in
capital in the amount of $581,626. A discount on the convertible
debenture was recorded in the same amount and will be amortized into interest
expense over the life of the debenture using the interest method. For
the nine months ended September 30, 2010 and the year ended December 31, 2009,
$384,021 and $197,605, respectively, was amortized into interest expense in
relation to these discounts. In March 2010, $350,000 of the debenture
balance was converted to 1,000,000 shares of stock. As of September
30, 2010 and December 31, 2009, the balance due on the convertible debentures,
net of the discount of $0 and $384,021, was $633,306 and $599,285,
respectively.
During
the nine months ended September 30, 2010, the company received $1,334,783 from
an investor to issue a convertible debenture, bearing interest at a rate of 24%
per annum. The note is due May 17, 2011. The holder of the
convertible debenture has the right to convert any portion of the unpaid
principle and/or accrued interest at any time at the conversion price of $0.90. As of September 30, 2010, the
balance due on the convertible debenture was $1,414,282, including accrued
interest of $79,499. Subsequent to
September 30, 2010, the Company amended the agreement to reduce the conversion
price applicable to the conversion from $0.90 per share to $0.25 per
share.
Loan Guarantee
In 2004,
the Company received a demand for payment from Canadian Western Bank (“CWB”)
pursuant to a guarantee provided by the Company in favor of Calgary Chemical, a
former subsidiary. The Company divested itself of Calgary Chemical in
1998 under an agreement with a former president and purchaser. The agreements
included an indemnity guarantee from the purchaser of Calgary Chemical, whereby
the purchaser would indemnify and save harmless the Company from any and all
liability, loss, damage or expenses. Upon receipt of the demand, the
Company accrued the amount of the claim since in the opinion of legal counsel it
is more likely than not that CWB would prevail in this action.
Interest
expense
Interest
expense related to all of the above items for the nine months ended September
30, 2010 and 2009 was $634,076 and $84,784, respectively.
7.
|
Stockholders’
Equity Transactions
|
Common
Stock
During
the year ended December 31, 2009, the Company issued 800,000 shares of common
stock that was owed but not issued as of December 31, 2008.
During
the year ended December 31, 2009, the Company issued 2,250,000 units at a price
of $0.02 per share for cash.
During
the year ended December 31, 2009, the Company issued 8,254,088 shares at a price
of $0.02 per share to convert $165,082 of accounts payable.
During
year ended December 31, 2009, the Company issued 879,454 shares at a price of
$0.25 per share to convert a note payable balance of $219,864 (See Note
6).
During
year ended December 31, 2009, the Company issued 1,500,000 shares of common
stock in an exercise of 1,500,000 warrants at a price of $0.15 for total
proceeds of $225,000.
During
the year ended December 31, 2009, the Company sold 190,000 shares of common
stock for $66,500 cash. As of December 31, 2009, these shares have
not been issued and are shown as common stock owed but not issued.
13
During
the year ended December 31, 2009, the Company received $420,524 for the exercise
of 1,640,825 warrants to purchase 1,640,825 shares of common
stock. As of December 31, 2009, these shares have not been issued and
are shown as common stock owed but not issued.
During
the quarter ended March 31, 2010, the Company issued 190,000 shares of common
stock that was owed but not issued as of December 31, 2009.
During
the quarter ended March 31, 2010, the Company issued 1,640,825 shares of common
stock that was owed but not issued as of December 31, 2009.
During
the quarter ended March 31, 2010, the Company issued 250,000 shares to Directors
in lieu of executive compensation of $170,000.
During
the quarter ended March 31, 2010, the Company issued 231,175 shares of common
stock in an exercise of 231,175 warrants at a price of $0.15 for total proceeds
of $34,676.
During
the quarter ended March 31, 2010, the Company issued 1,000,000 shares of common
stock in exchange for $350,000 of convertible debt. (See Note 6).
During
the quarter ended March 31, 2010, the Company received $155,000 for the purchase
of 442,857 shares of common stock and 442,857 warrants with an exercise price of
$0.50. As of June 30, 2010, these shares have not been issued and are
shown as common stock owed but not issued.
During
the quarter ended March 31, 2010, the Company received $15,000 for the exercise
of 100,000 warrants to purchase 100,000 shares of common stock. As of
June 30, 2010, these shares have not been issued and are shown as common stock
owed but not issued.
There has
been no stock activity in the remainder of the nine months ended September 30,
2010.
As of
September 30, 2010 and December 31, 2009, there are 27,060,561 and 23,748,561
shares of common stock outstanding, respectively, and 542,857 and 1,830,825
shares of common stock owed but not issued, respectively.
Warrants
As of
December 31, 2008, there were 2,600,000 warrants outstanding at an exercise
price of $0.15.
During
the year ended December 31, 2009, the Company issued 2,857,142 warrants with a
convertible debenture. These warrants have 2 year terms
expiring in August and September of 2011 and an exercise price of
$0.50. See Note 6 for further details.
During
the year ended December 31, 2009, the Company issued 1,672,000 warrants for
services. The warrants had two-year terms and an exercise price of
$0.35. The warrants were valued using the black scholes option
pricing model and valued at $238,227. 800,000 of these warrants were
cancelled during the year when the service was not performed.
During
year ended December 31, 2009, a total of 3,140,825 warrants were exercised into
common shares of the Company at a price of $0.15 and $0.35 per share to a total
of $645,524 cash.
During
the quarter ended March 31, 2010, a total of 331,175 warrants were exercised
into common shares of the Company at a price of $0.15 per share to a total of
$49,676.
During
the quarter ended March 31, 2010, the Company issued 442,857 warrants with an
exercise price of $0.50.
As of
September 30, 2010, there are 3,299,999 warrants outstanding at an exercise
price of $0.50. These warrants will expire in the year ending
December 31, 2011.
14
8.
|
Income
Taxes
|
The
Company follows ASC subtopic 740-10 (formerly Statement of Financial Accounting
Standard No. 109, “Accounting for Income Taxes”) for recording the provision for
income taxes. ASC 740-10 requires the use of the asset and liability
method of accounting for income taxes. Under the asset and liability
method, deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.
Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.
The
Company’s effective income tax rate is higher than would be expected if the
federal statutory rate were applied to income before tax, primarily because of
expenses deductible for financial reporting purposes that are not deductible for
tax purposes during the year ended December 31, 2009. The Company’s operations
for the year ended December 31, 2009 and 2008 resulted in losses, thus no income
taxes have been reflected in the accompanying statements of
operations.
As of
September 30, 2010, the Company has net operating loss carry-forwards of
approximately $7,350,000 (December 31, 2009 - $4,510,829) which may or may not
be used to reduce future income taxes payable. Current Federal Tax Law limits
the amount of loss available to offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. A valuation allowance
has been recorded to reduce the net benefit recorded in the financial statements
related to this deferred asset. The valuation allowance is deemed necessary as a
result of the uncertainty associated with the ultimate realization of these
deferred tax assets.
9.
|
Subsequent
Events
|
In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through the date the
financial statements were issued. On November 13,
2010, the Company entered into a second amendment to the Convertible Debenture
with Maxum whereby the parties agreed to reduce the conversion price applicable
so such conversion from $0.90 per share to $0.25 per share. On
November 13, 2010, The Company entered in to an amendment to Promissory notes to
amend the notes to extend the repayment date of the first note to August 13,
2011 and the repayment date of the second note to September 15,
2011. The Company and Holder agreed to reduce the initial conversion
price from $0.35 per share to $0.25 per share.
15
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The
following discussion should be read in conjunction with our financial statements
and notes thereto included elsewhere in this quarterly
report. Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results, or other developments. Forward-looking statements
are based upon estimates, forecasts, and assumptions that are inherently subject
to significant business, economic, and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward-looking
statements made by us, or on our behalf. We disclaim any obligation
to update forward-looking statements.
Background
We are an
oil and natural gas exploration and production (E&P) company with current
projects in California, Kansas and Oklahoma. As of September 30,
2010, we had no producing wells in California, two producing wells in Kansas and
one producing well in Oklahoma, and rights for the
exploration and production of oil and gas on more than an aggregate of
approximately 11,613 acres in those states. Subsequent to our
quarterly period ended September 30, 2010, we had a second well ready to begin
production in Oklahoma. Typically, our interest in a well arises from
a contract with another entity pursuant to which we provide financial support
for certain costs incurred in the exploration and development of a project,
which may include land costs, seismic or other exploration, and test
drilling. In exchange, we typically receive an interest in the
proceeds from the project’s production.
We were
formed on January 24, 1996 pursuant to the laws of the State of Nevada under the
name Wolf Exploration, Inc. In August 2001, we changed our name to
American Petro-Hunter, Inc and began focusing our business on the exploration
and eventual exploitation of oil and gas.
On April
6, 2009, we entered into a Participation Agreement with Archer Exploration, Inc.
(“Archer”) to participate in the drilling for natural gas on a prospect located
in Stanislaus County, California. Pursuant to the agreement, we
agreed to pay to Archer $200,000 for all costs in connection with the
acquisition and operation of the prospect until completion of an initial test
well, which includes historic engineering and geological development of the
prospect as well as costs for a seismic program required to finalize and define
the initial well location, in exchange for a 25% working interest in the
prospect. The assignment of the 25% interest will only be made upon
the successful completion of the initial test well. The seismic shoot
began on August 10, 2009. The results of the seismic indicate the
need to reprocess the data and potentially add additional seismic lines to
identify the test well locations. We are planning additional seismic
shoots prior to December 2010 and the combined data packages will be used to
evaluate whether there is a suitable location for a test well.
On May 4,
2009, we entered into a binding Letter of Intent with S&W Oil & Gas, LLC
(“S&W”) to acquire a 25% working interest and 81.5% net revenue interest on
all commercial production in the 750-acre Poston Prospect #1 Lutters oilfield in
Southwest Trego County, Kansas, for a purchase price of $64,536, which we have
paid. On June 16, 2009, the #1 Lutters Well was completed
at a total depth of 4,400 feet, encountering both oil and gas over a 46 foot
interval. The oil was excellent quality 35 degree light oil and tests
resulted in 65% oil cut with 10% gas and mud with no water. Oil
production on the #1 Lutters Well began on June 18, 2009. Current
production for the #1 Lutters Well is 20 barrels per day. The next
well planned for the Poston Project was designated as the #2 Lutters Well, which
was drilled to a total depth of 4,320 feet where we encountered good oil shows
during drilling and in initial drill stem tests from a target
zone. After further drilling, we encountered good oil shows but we
did not complete drilling of the well for commercial production because of the
oil’s permeability and porosity. However, management believes the
project itself remains viable as there are additional offset opportunities for
this project. On July 1, 2010 we announced completion of the #3
Lutters Well, at a depth of 4,328 feet, as a direct-offset to the #1 Lutters
Well. On July 14, 2010, we announced that the #3 Lutters Well had
begun production. The current daily rate of the #3 Lutters Well is 20
barrels per day. Collectively, 40 barrels per day is going into the tanks for
sale. Production is being reviewed and may increase in the future as production
stabilizes. 2 offset locations are available and we plan to drill additional
wells in 2011.
16
On June
11, 2009, we entered into a binding Letter of Intent with S&W to participate
in the drilling for oil and natural gas in the 1,760-acre Brinkman Prospect
located in Clark County, Kansas, approximately 20 miles south of Dodge
City. The project is proximal to historic oil production primarily
from Marmaton Limestone with secondary objectives in the Morrow
Sand. Of significance, over 49,000 barrels have been produced from a
seismic anomaly to the northeast of the chosen drilling location as well as
Langdon Sands that has produced cumulative gas production in excess of 1
BCF. We paid S&W a total of $22,833.28 for land acquisition,
leasing, and seismic costs for a 25% working interest in the
prospect. In addition, we agreed to pay $56,466.66 to cover dry-hole
cased drilling costs associated with the first exploratory oil well and 25% of
all further going forward costs such as completion and related infrastructure
costs. If a successful commercial well is established, we will
receive an 81.5% net revenue interest in the prospect. On July 28,
2009, drilling on the Brinkman Prospect commenced and by August 14, 2009,
drilling was completed. Several oil and gas shows in the well were
tested and deemed not commercially viable and were plugged and
abandoned. We may engage in future exploratory drilling at the
Brinkman Prospect in the future, but no drilling is currently planned for the
Brinkman Prospect in 2010.
On June
19, 2009, we entered into a binding Letter of Intent with S&W to participate
in the drilling for oil and natural gas in the Rooney Project located in
southwestern Ford County, Kansas. The Rooney Project is located in
southwestern Ford County, Kansas, which is 20 miles due south of Dodge
City. The project consists of eight sections totaling 7,040
acres. The Rooney Project is directly adjacent to the north edge of
existing Morrow Sand oil and gas production. An analog well
designated as 3-30-25W in the Morrow pool has cumulatively produced 344,448
barrels of oil and 933,622 MCF gas. There are multiple wells within
two miles of our acreage that have produced in the 35,000 to 40,000 barrel range
from discrete sand channels. It is these sand channels that we
attempted to identify through the completion of a 3D seismic shoot across the
entire acreage. Based on the 3D seismic shoot, we developed a minimum
of five target locations for new wells. Under the terms of the
agreement with S&W, we paid S&W a total of $113,333.12 for land
acquisition and leasing costs. We also agreed to pay up to
$216,666.64 for the 3D seismic shoot costs that include processing and
interpretation, as well as 50% of all further going-forward costs such as
completion and related infrastructure costs. S&W has assigned a
50% of the working interest and 81.5% net revenue interest in the prospect to
us.
On
November 12, 2009, drilling at the #24-1 Double H Oil Well site in the Rooney
Project commenced, and on December 9, 2009, we announced that a 12-foot pay zone
was encountered that produced excellent quality 44 degree oil in the tubing up
to the surface from 5,400 feet of depth with fluid test results returning 99%
oil cut. On January 4, 2010, the #24-1 Double H well at the Rooney
Prospect commenced oil production, and we entered into an oil purchase contract
with the National Co-op Refinery Association of McPherson Kansas to purchase all
production at the Rooney lease at a premium to Kansas common oil prices of $3.85
per barrel above the daily price. This price premium reflects the
quality of the 44 degree oil being produced at Rooney. The #24-1
Double H Oil Well required a re-completion due to casing separation that allowed
the Dakota Formation producing fresh water to enter the well bore. Following a
re-cementing of the casing, the limestone reservoir was treated to attempt to
dehydrate the clays that were causing clogging of the
perforations. The reservoir at this location only may have been
adversely impacted by the fresh water. In May 2010, the #2 Double H well in
Kansas reached a total depth of 5,460 feet. The #2 Double H is a
direct offset to the #24-1 Double H discovery well. The #2 Double H
Well encountered oil shows in several formations down-hole including the
targeted Morrow sand and Mississippian. Our engineering team is now assessing
the results and will report on their findings and recommendations for the next
step in the development program.
In
February 2010, we drilled the Shelor 23-2 Well at the Rooney Project, which was
drilled to a depth of 5,400 feet. The well encountered a fault that
cut off the reservoir at this easterly location and, although geological
information was gained, did not result in any reservoir being
identified. The Shelor 23-2 Well was plugged and
abandoned.
Having
completed the #24-1 Double H Oil Well and drilled the #2 Double H Well and the
Shelor 23-2 Well, we plan to further evaluate the Rooney Prospect as to its
future potential for commercial oil for the fiscal year 2010. At this time, we
have no plans for future development at Rooney and are considering sale options
for our interests in the leases.
17
On August
25, 2009, we entered into a binding Letter of Intent with S&W to participate
in the drilling for oil in the Colby Prospect located in Thomas County,
Kansas. The 500 acre block has a well defined 3D seismic anomaly that
includes seven potential zones to be tested. We agreed to pay S&W
cash in an amount to be determined for dry-hole cased drilling costs as well as
25% of all further going forward costs such as completion and related
infrastructure costs. If a successful commercial well is established,
S&W will assign 25% of the working interest and 81.5% net revenue interest
in the Prospect to us. On October 20, 2009, we began drilling
operations at the #1 Keck Well, and on November 4, 2009, drilling operations at
this well ended. While the well successfully encountered oil and gas
in the target horizons, there were no adequate reservoirs in order to complete
the well as a commercial producer. Management believes that Colby
remains a viable prospect, and further work and analysis will be required in
order to fully develop the Colby lease.
On
September 8, 2009, we entered into a Participation Agreement with Archer to
participate in the drilling for natural gas on the Wurster Gas Project, a
prospect located in Sacramento County, California, 20 miles south of the city of
Sacramento. The Wurster Prospect target lies due east of the Victory
Gas Project in which we also have a 25% working interest. This
project targets Winters sandstones which have, in the Sacramento Valley,
accounted for over 400 BCF of gas production to-date along the Upper Cretaceous
Winters “Eastside Stratigraphic Trend.” Pursuant to the Participation
Agreement, we have paid Archer $25,000 for costs in connection with the
acquisition and operation of the prospect up to the drilling of an initial test
well in exchange for a 25% working interest in the prospect. Further,
we are responsible for and have paid $125,000 for dry hole costs. We
are also responsible for 25% of all expenditures in connection with the
development and operation of the prospect for drilling. We may elect
not to participate in additional expenditures in connection with the prospect at
which time we will forfeit any interests we have in the prospect. On
October 8, 2009, we began drilling operations at the Wurster Gas Prospect –
Archer-Tsakopoulos #2 well, which was planned as a 7,800 foot test for gas
indicated by 3D seismic tests. We increased our working interest in
the Archer-Tsakopoulos #2 well up to 36% by purchasing an additional 11% through
the payment of a pro-rata share for the seismic reprocessing and drilling costs
in the amount of $66,000. On November 4, 2009, drilling at this well
ended. While the well successfully encountered oil and gas in the
target horizons, there were no adequate reservoirs in order to complete the well
as a commercial producer.
On April
21, 2010, we entered into an operating agreement with Bay Petroleum Corp.
(“Bay”) to participate in the drilling for oil in northern Oklahoma (the
“Prospect”). Pursuant to operating agreement, we agreed to pay to Bay
$52,125 for all costs in connection with the acquisition and operation of the
Prospect up to the drilling of an initial test well in exchange for a 25%
working interest and 80% net revenue interest in the Prospect. We are also
responsible for 25% of all expenditures in connection with the development and
operation of the Prospect for drilling. On June 1, 2010, we announced that the
No. 1 well had been put into production. The current daily rates are
at the 21 barrels per day level, with water in the 400 barrel range or
approximately 20% oil cut. Dewatering is expected to increase the cut
and barrels per day. A water disposal well has been permitted and we
are disposing water to the well. On June 5, 2010 drilling commenced
on the No. 2 well and on June 14, 2010, we announced that we had begun work on
completion of the well. On June 23, 2010, we announced that drilling
had commenced on the No. 3 well. On that date we also announced the
acquisition of 3 additional blocks increasing our overall working interest
participation up to 7 lease blocks currently. The No. 2 and 3 wells
are currently not producing commercial quantities of hydrocarbons. On
September 21, 2010, we announced that drilling commenced on the NOJ26 well at
the Prospect. On September 27, 2010, the well reached a depth of
3,455 feet and completion of the well began. The NOJ26 well is being
completed and has been fracture stimulated in the lower 40 foot shale zone. The
upper 40 foot Mississippian zone is oil pay behind pipe and will be eventually
completed and co-mingled with the shale production. Site facilities include a
pumpjack, tanks and separator. We are connected to a gas line for future gas
production at yet rates unknown. We believe the Prospect will involve
the drilling of at least one well per month with continued drilling through
2011, which represents an investment of approximately $1.4 million.
Critical
Accounting Policies
The
preparation of financial statements in conformity with United States generally
accepted accounting principles (“U.S. GAAP”) requires management of our Company
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
18
The
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
U.S. GAAP. We believe certain critical accounting policies affect our
more significant judgments and estimates used in the preparation of the
financial statements. A description of our critical accounting
policies is set forth in our Annual Report on Form 10-K for the year ended
December 31, 2009. As of, and for the nine months ended September 30,
2010, there have been no material changes or updates to our critical accounting
policies.
Results
of Operations
The
following discussion of the financial condition, results of operations, cash
flows, and changes in our financial position should be read in conjunction with
our audited consolidated financial statements and notes included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2009.
The
financial statements mentioned above have been prepared in conformity with U.S.
GAAP and are stated in United States dollars.
Comparison
of nine month periods ended September 30, 2010 and September 30,
2009
For the
nine month periods ended September 30, 2010 and September 30, 2009, we incurred
a comprehensive loss of $2,074,123 and $1,199,774, respectively. The
increase was largely attributed to an increase in interest expense from $84,784
for the nine month period ended September 30, 2009 to $634,076 for the nine
month period ended September 30, 2010.
General
and administration expenses for the nine month period ended September 30, 2010
amounted to $306,319 compared to $282,225 in the same period of
2009. Executive compensation for the nine month period ended
September 30, 2010 was $364,000 compared to $135,749, in the same period of
2009.
We had no
foreign currency gain or loss during the nine month period ended September 30,
2010 compared to a gain of $20,221 in the same period of 2009.
Comparison
of three month periods ended September 30, 2010 and September 30,
2009
For the
three month periods ended September 30, 2010 and September 30, 2009, we incurred
a comprehensive loss of $1,004,774 and $705,599, respectively. The
increase was largely attributed to an increase in interest expense from $80,949
for the three month period ended September 30, 2009 to $179,218 for the three
month period ended September 30, 2010.
General
and administration expenses for the three month period ended September 30, 2010
amounted to $106,141 compared to $81,314 in the same period of
2009. Executive compensation for the three month period ended
September 30, 2010 was $79,000 compared to $63,000, in the same period of
2009.
We had no
foreign currency gain or loss during the three month period ended September 30,
2010 compared to a foreign currency gain of $16,497 during the same period of
2009.
Period
from inception, January 24, 1996 to September 30, 2010
We have
an accumulated deficit during the development stage of $7,350,181.
As a
development stage company, we currently have limited operations, principally
directed at potential acquisition targets and revenue-generating
opportunities.
19
Liquidity
and Capital Resources
As of
September 30, 2010, we had cash of $3,307 and working capital deficiency of
$2,428,367. During the nine month period ended September 30, 2010, we
funded our operations from revenue received and proceeds of private sales of
equity and convertible notes and the exercise of warrants. Our
current cash requirements are significant due to planned exploration and
development of current projects. We anticipate drilling 11 wells in Kansas and
Oklahoma in 2010 which will cost approximately $2,100,000 and which will include
several horizontal wells in Oklahoma and 4 vertical wells, as well as 2 wells in
Kansas. Additionally, we have other obligations to drill other
properties and we expect to acquire rights in additional
projects. Accordingly, we expect to continue to primarily use debt
and equity financing to fund operations for the next twelve months, as we look
to expand our asset base and fund exploration and development of our properties.
Changes in our operating plans, increased expenses, acquisitions, or other
events may cause us to seek even greater equity or debt financing in the
future.
For the
nine month period ended September 30, 2010, we used net cash of $592,484 in
operations. Net cash used in operating activities increased from
$388,247 in the nine month period ended September 30, 2009.
We raised
$1,539,459 during the nine month period ended September 30, 2010 from the
issuance of common stock, and convertible notes and the exercise of
warrants.
On May
17, 2010, the Company issued a Convertible Debenture to Maxum Overseas Fund, a
foreign institutional investor (“Maxum”) in the principal amount of
$1,500,000. The Debenture provides that Maxum, at any time, and the
Company, on the maturity date, may convert any remaining outstanding principal
balance and accrued interest under the Debenture into shares of common stock of
the Company. The Company may also convert any remaining outstanding
principal balance and accrued interest into common stock of the Company if the
5-day trailing volume weighted average price of the Company’s common stock is at
least $1.50 per share. On November 13, 2010, the Company entered into
a Second Amendment to Convertible Debenture (the “Debenture Amendment”) with
Maxum whereby the parties agreed to reduce the conversion price applicable to
such conversions from $0.90 per share to $0.25 per share (subject to adjustment
as provided in the Debenture).
On August
13, 2009 and September 15, 2009, the Company issued certain Secured Convertible
Promissory Notes to an accredited investor (the “Holder”) (the “First Note” and
the “Second Note”, and together, the “Notes”) each in the principal amount of
$500,000. The Notes provide that the Holder at any time, or the
Company on the maturity date, may convert any remaining outstanding principal
balance and accrued interest under the Notes into shares of common stock of the
Company based on a per share conversion price of the lower of (i) $0.35 (the
“Initial Conversion Price”), or (ii) a twenty five percent (25%) discount to the
average closing trading price of a share of the Company’s common stock during
the five (5) trading days prior to the conversion date. On November
13, 2010, the Company entered into an Amendment to Promissory Notes (the “Notes
Amendment”) to amend the Notes to extend the repayment date of the First Note to
August 13, 2011 and the repayment date of the Second Note to September 15,
2011. Pursuant to the terms of the Notes Amendment, the Company and
the Holder agreed to reduce the Initial Conversion Price from $0.35 per share to
$0.25 per share (subject to adjustment as provided in the Notes).
The
Debenture Amendment and the Notes Amendment are attached to this Quarterly
Report on Form 10-Q as Exhibits 10.1 and 10.2.
Our
management believes that we will be able to generate sufficient revenue or raise
sufficient amounts of working capital through debt or equity offerings, as may
be required to meet our short-term and long-term
obligations. However, there are no assurances that we will be able to
raise the required working capital on terms favorable, or that such working
capital will be available on any terms when needed.
Off-Balance
Sheet Arrangements
There are
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
Not
applicable.
20
Our
management with the participation and under the supervision of our Principal
Executive Officer and Principal Financial Officer reviewed and evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined by Rule 13a-15(e) or 15d-15(e)) of the Exchange Act Rule
13a-15 as of the end of the period covered by this report. Based upon
their evaluation, our Principal Executive Officer and Principal Financial
Officer concluded that, as of the end of such period, our disclosure controls
and procedures are effective and sufficient to ensure that we record, process,
summarize, and report information required to be disclosed in the reports we
filed under the Exchange Act within the time periods specified in the Securities
and Exchange Commission’s rules and regulations, and that such information is
accumulated and communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.
There
were no changes in our internal controls over financial reporting that occurred
during the quarterly period ended September 30, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
21
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
None.
As of November 13, 2010, the balance due on
the Debenture issued May 17, 2010 was $1,334,783. Subsequent to the
Debenture Amendment discussed above, the Debenture provides that Maxum, at any
time, and the Company, on the maturity date, may convert any remaining
outstanding principal balance and accrued interest under the Debenture into
shares of common stock of the Company. The Company may also convert
any remaining outstanding principal balance and accrued interest into common
stock of the Company if the 5-day trailing volume weighted average price of the
Company’s common stock is at least $1.50 per share. The conversion
price applicable to such conversions is $0.25 per share (subject to adjustment
as provided in the Debenture).
As of
November 13, 2010, the aggregate principal balance of the Notes issued August
13, 2009 and September 15, 2009 was an aggregate of
$633,306. Subsequent to the Notes Amendment discussed above, the
Notes provide that the Holder at any time, or the Company on the maturity date,
may convert any remaining outstanding principal balance and accrued interest
under the Notes into shares of common stock of the Company based on a per share
conversion price of the lower of (i) $0.25, or (ii) a twenty five percent (25%)
discount to the average closing trading price of a share of the Company’s common
stock during the five (5) trading days prior to the conversion
date.
The
issuance of the Debenture and Notes was conducted by the Company and was issued
in reliance upon Rule 506 of Regulation D and/or Regulation S of the Securities
Act of 1933, as amended, and comparable exemptions for sales to “accredited”
investors under state securities laws.
Item 3.
Defaults Upon Senior Securities.
None.
Not
applicable.
22
Item
6. Exhibits.
Exhibit
Number
|
Name
|
|
3.1(1)
|
Amended
and Restated Articles of Incorporation
|
|
3.2(1)
|
Bylaws
|
|
10.1
|
Second
Amendment to Convertible Debenture
|
|
10.2
|
Amendment
to Promissory Notes
|
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Executive
Officer)
|
|
31.2
|
Rule
13a-14(d)/15d-14(d) Certification (Principal Financial
Officer)
|
|
32
|
Section
1350 Certifications
|
Footnotes
to Exhibits Index
(1) Incorporated
by reference to Form 10-SB12G dated June 19, 1997.
23
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
AMERICAN
PETRO-HUNTER INC.
|
||
Date: January 28,
2011
|
By:
|
/s/
Robert B McIntosh
|
Robert
B, McIntosh, President and Chief Executive Officer
(Principal
Executive Officer)
|
||
Date: January
28, 2011
|
By:
|
/s/
John J. Lennon
|
John
J. Lennon, Chief Financial Officer
(Principal
Financial Officer and Principal Accounting
Officer)
|
24