Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended December 31, 2010
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________
Commission File Number 000-51489
Earth Energy Reserves, Inc.
(formerly Asian American Business Development Company)
(Exact name of Small Business Issuer in its charter)
Nevada 75-3000774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
671 Heinz Parkway
Estes Park, CO 80517
(Address of principal executive offices) (Zip Code)
(970) 577-8325
Registrant's Telephone number, including area code:
Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the 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 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 (section 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-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] Non-accelerated filer [ ]
Accelerated filer [ ] Smaller reporting company [x]
2
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
The number of outstanding shares of the registrant's common stock,
February 25, 2011:
Common Stock - 11,214,582
3
Earth Energy Reserves, Inc.
FORM 10-Q
For the quarterly period ended December 31, 2010
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 12
Item 4. Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 1A. Risk Factors 13
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Removed and Reserved 13
Item 5. Other Information 13
Item 6. Exhibits 13
SIGNATURES
4
PART I - FINANCIAL INFORMATION
EARTH ENERGY RESERVES, INC.
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets, December 31, 2010 (unaudited) and
June 30, 2010
Statements of Operations for the Three and Six Months ended
December 31, 2010 and 2009 (unaudited)
Statements of Cash Flows for the Six Months ended
December 31, 2010 and 2009 (unaudited)
Notes to Financial Statements
5
EARTH ENERGY RESERVES, INC.
BALANCE SHEETS
ASSETS
December 31, June 30,
2010 2010
----------- -------
(Unaudited) (Audited)
CURRENT ASSETS
Cash $ 403,228 $ 329,773
----------- -----------
TOTAL CURRENT ASSETS 403,228 329,773
----------- -----------
Leasehold Costs 100,000 --
----------- -----------
TOTAL ASSETS $ 503,228 $ 329,773
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued Expenses 74,199 103,426
----------- -----------
TOTAL CURRENT LIABILITIES 74,199 103,426
STOCKHOLDERS' EQUITY
Series A Preferred Stock $.0001 Par Value,
Authorized 10,000,000 Shares, Issued and
Outstanding 44,096 and 123,191 in 2010 4 12
Common Stock, $.0001 Par Value,
Authorized, 90,000,000 Shares, Issued and
Outstanding 11,214,582, and 11,059,982 in
2010 respectively 1,121 1,106
Additional Paid-In Capital 2,317,365 1,190,229
Accumulated Deficit - Since Quasi
Re-organization - July 1, 2010 (1,889,461) --
----------- -----------
429,029 1,191,347
Less Common Stock Subscriptions
Receivable -- (965,000)
----------- ---------
TOTAL STOCKHOLDERS' EQUITY 429,029 226,347
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 503,228 $ 329,773
=========== ===========
The accompanying notes are an integral
part of these financial statements.
6
EARTH ENERGY RESERVES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ----------------
2010 2009 2010 2009
---- ---- ---- ----
EXPENSES
Salaries $ 197,766 $ -- $ 393,529 $ --
Stock Based Compensation 476,705 -- 1,144,239 --
General & Administrative 81,809 34,290 352,216 49,165
----------- ----------- ----------- -----------
NET OPERATING LOSS (756,280) (34,290) (1,889,984) (49,165)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest Expense -- (4,678) -- (9,297)
Interest Income 523 -- 523 --
----------- ----------- ----------- -----------
TOTAL OTHER INCOME
AND EXPENSE 523 (4,678) 523 (9,297)
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (755,757) (38,968) (1,889,461) (58,462)
----------- ----------- ----------- -----------
INCOME TAXES - - - -
----------- ----------- ----------- -----------
NET LOSS $ ( 755,757) $ (38,968) $(1,889,461) $ (58,462)
=========== =========== =========== ===========
BASIC AND DILUTED LOSS
PER SHARE $ (0.07) $ (0.00) $ (0.17) $ (0.01)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING - BASIC AND
DILUTED 11,210,800 9,467,000 11,188,900 9,467,000
=========== =========== =========== ===========
The accompanying notes are an integral
part of these financial statements.
7
EARTH ENERGY RESERVES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
December 31,
----------------
2010 2009
---- ----
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss for the Period $(1,889,461) $ (58,461)
Adjustments to Reconcile Net Loss
To Net Cash used by Operating Activities
Interest Expense - Related Party -- 3,488
Interest Expense - Compensation Payable -- 4,500
Interest Expense - Majority Shareholder -- 1,308
Employee Share Based Compensation 1,144,239 --
Change in Operating Assets and Liabilities
Advance from Related Party -- 6,000
Accrued Expenses (29,228) 31,241
----------- -----------
NET CASH USED BY
OPERATING ACTIVITIES (774,450) (11,924)
----------- -----------
CASH FLOWS FROM
INVESTING ACTIVITIES
Deposit on Purchase of
Oil and Gas Property (100,000) --
----------- -----------
NET CASH USED BY
INVESTING ACTIVITIES (100,000) --
----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Sale of Common Stock 62,000 --
Proceeds from Subscription Receivable 965,000 --
Re-Purchase and Retirement of Series
A Preferred Stock (79,095) --
NET CASH FROM
FINANCING ACTIVITIES 947,905 --
----------- -----------
NET INCREASE (DECREASE) IN CASH 73,455 (11,924)
CASH AT BEGINNING OF PERIOD 329,773 12,864
----------- -----------
CASH AT END PERIOD $ 403,228 $ 940
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash Paid During the Period for:
Interest $ - $ -
=========== ===========
Income Taxes $ - $ -
=========== ===========
The accompanying notes are an integral
part of these financial statements.
8
EARTH ENERGY RESERVES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
(Unaudited)
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Earth Energy Reserves, Inc. (formerly Asian American Business
Development Company) ("Company") was incorporated in the State of
Nevada on February 12, 2002 as Wiltex First, Inc. On March 10, 2005,
the Company filed a certificate of amendment with the State of Nevada
changing its name to Asian American Business Development Company and,
on March 13, 2006 the Company's name was changed to Earth Energy
Reserves, Inc.
Basis of Presentation
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair
presentation have been included. All such adjustments are of a normal
and recurring nature. These financial statements should be read in
conjunction with the audited financial statements at June 30, 2010.
Operating results for the six months ended December 31, 2010 are not
necessarily indicative of the results that may be expected for the year
ending June 30, 2011.
NOTE 2: EQUITY TRANSACTIONS
During the six month period ended December 31, 2010, the company had
the following stock transactions:
- Sold 49,600 of its Series 2 units for $1.25 per unit. Each Series
2 Unit is comprised of one share of Common Stock, one Class A Warrant
to purchase one share of Common Stock at $1.75 per share and one Class
B Warrant to purchase one share of Common Stock at $2.25 per share.
- Received $965,000 in proceeds from the $965,000 common stock
subscriptions receivable.
- Stock based employee compensation was recorded in the amount of
$1,144,239.
- Re-purchased and retired $79,095 of Series A Preferred Stock from
its majority shareholder. The preferred shares were re-purchased at
$1.00 per share.
9
NOTE 3: QUASI RE-ORGANIZATION
Effective July 1, 2010 and with shareholder approval, the Company
entered into a quasi-reorganization (also referred to as a corporate
adjustment). As a result of the quasi-reorganization all prior period
losses charged to accumulated deficit were eliminated against
additional paid-in capital. A quasi-reorganization requires that
retained earnings be dated for ten years after the quasi-reorganization
takes place.
NOTE 4: SUBSEQUENT EVENTS
The Company has evaluated subsequent events through February 22, 2011,
the date which the financial statements were available to be issued.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Trends and Uncertainties. We intend to be an independent oil and
natural gas company engaged in the acquisition, drilling and production
of oil and natural gas in the United States. Our future operations may
be adversely affected by our competitors, fluctuating oil prices,
changing foreign political environments and any prolonged recessionary
periods.
Capital and Source of Liquidity. We are evaluating and pursuing
several acquisitions in conventional oil and gas reservoirs, with the
intent to maintain diversification in our asset portfolio.
We believe that there will be sufficient capital from recent equity
financing to conduct operations for the next twelve months.
Presently, proceeds of Earth Energy's equity financing and cash
comprise all of the total cash necessary to conduct operations. Any
proposed acquisitions will determine the amount of additional financing
necessary to continue operations.
We are currently pursuing equity financing. The board of directors
shall determine the amount and type of any additional financing
necessary as our financial situation dictates.
Investing Activities. For the six months ended December 31, 2010, the
registrant made a deposit on the purchase of oil and gas property of
$100,000. As a result, the registrant had net cash used by investing
activities of $100,000 for the six months ended December 31, 2010.
For the six months ended December 31, 2009, the registrant did not
pursue any investing activities.
Financing Activities. For the six months ended December 31, 2010, we
sold common stock for cash in the amount of $62,000, received proceeds
from subscription receivable of $965,000 and re-purchased and retired
Series A Preferred Stock of $79,095. As a result, we had net cash
flows from financing activities of $947,905 for the six months ended
December 31, 2010.
For the six months ended December 31, 2010, the registrant did not
purchase any financing activities.
Results of Operations. We have had only minimal revenue since
inception. Until completion of our recent private offering, most of
our expenses have been paid by Galaxy Partners Ltd. Corp, a company
controlled by James Hogue, an officer, director and principal
shareholder of Earth Energy and through the sale of our common stock.
For the three months ended December 31, 2010 and 2009, Earth Energy
received no revenues. For the three months ended December 31, 2010,
the registrant had general and administrative expenses of $81,819
compared to $34,290 for the same period in 2009. The expenses for
11
the three months ended December 31, 2010 consisted of basic operating
expenses, expenses relating to stock sales and expenses relating to
filing the required reports with the Securities and Exchange Commission
under the Exchange Act of 1934. For the three months ended December
31, 2010, Earth Energy had salary expenses of $197,766 with stock based
compensation valued at $476,705. The substantial increase in salaries
and stock based compensation was due to the addition of five employees,
compensation to our officers and directors and severance payments to a
former officer and director.
For the six months ended December 31, 2010 and 2009, Earth Energy
received no revenues. For the six months ended December 31, 2010, the
registrant had general and administrative expenses of $352,216 compared
to $49,165 for the same period in 2009. These general and
administrative expenses for the six months ended December 31, 2010
consisted of basic operating expenses, expenses relating to stock sales
and expenses relating to filing the required reports with the
Securities and Exchange Commission under the Exchange Act of 1934.
For the six months ended December 31, 2010, Earth Energy had expenses
consisted of salaries of $393,529 with stock based compensation of
$1,114,239. The substantial increase in salaries and stock based
compensation was due to the addition of five employees, compensation to
our officers and directors and severance payments to a former officer
and director.
Plan of Operation. We have developed an operating strategy that is
based on acquiring underdeveloped oil and gas properties that include
or are adjacent to existing active production, and are thus, lower risk
but with attractive rates of return on the development potential. We
have elected directors and appointed and hired officers and consultants
with substantial experience in unconventional gas production, including
coal bed methane reservoirs, plus the expertise in horizontal wellbore
drilling, and we have correspondingly pursued several acquisitions in
this arena. We are also evaluating and pursuing several acquisitions
in conventional oil and gas reservoirs, with the intent to maintain
diversification in our asset portfolio. We have a bias towards
desiring to be the operator of the properties we are acquiring but are
not exclusively against acquiring non-operated positions in oil and gas
assets.
Earth Energy may experience problems; delays, expenses and difficulties
sometimes encountered by an enterprise in Earth Energy's stage, many of
which are beyond Earth Energy's control. These include, but are not
limited to, unanticipated problems relating to additional costs and
expenses that may exceed current estimates and competition.
Earth Energy is not delinquent in any of its obligations even though
Earth Energy has generated no operating revenues. Earth Energy intends
to pursue our business plan utilizing cash made available from the
additional advances from Galaxy, the private sale of our securities and
future operations. Our management is of the opinion that the
additional advances, proceeds of the sales of its securities and future
revenues will be sufficient to pay our expenses for the next twelve
months.
12
Earth Energy is pursuing financing for its operations and seeking
additional private investments. In addition, Earth Energy is seeking
to expand its revenue base. Failure to secure such financing or to
raise additional equity capital and to expand its revenue base may
result in the Corporation not being able pay its obligations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not consider the effects of interest rate movements to be a
material risk to our financial condition. We do not hold any
derivative instruments and do not engage in any hedging activities.
ITEM 4. CONTROLS AND PROCEDURES
During the three months ended December 31, 2010, there were no changes
in our internal controls over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of December 31, 2010. Based on this evaluation, our chief executive
officer and chief principal financial officer have concluded such
controls and procedures to be effective as of December 31, 2010 to
ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
For the three months ended December 31, 2010, Earth Energy
issued 154,600 common shares to non-affiliates who paid $1.00
per common share.
The securities were issued pursuant to an exemption from
registration under Rule 506 of Regulation D.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. REMOVED AND RESERVED
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS
Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32 - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: February 25, 2011
EARTH ENERGY RESERVES, INC.
By: /s/Steven A. Kranker
---------------------------
Steven A. Kranker, Principal Executive Officer
By: /s/Doyle Pennington
----------------------------
Doyle Pennington, Interim Principal Financial Officer
