Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-53199
PRECISION PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 71-1029846
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
624 W. Independence Suite 101 A. Shawnee, OK 74804
(Address of principal executive offices)
None
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [ ] No [ ]
Number of shares outstanding of the registrant's class of common stock as
of May 23, 2011: 84,401,584
1
Precision Petroleum Corporation
INDEX TO THE FORM 10-Q
For the quarterly period ended March 31, 2011
PAGE
----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets F-1
Statements of Operations F-2
Statement of Stockholders' Deficit F-3
Statements of Cash Flows F-4
Notes to the Financial Statements F-5 to F-13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK 5
ITEM 4. CONTROLS AND PROCEDURES 5
ITEM 4T. 5
PART II OTHER INFORMATION 5
ITEM 1. LEGAL PROCEEDINGS 5
ITEM 1A. RISK FACTORS 5
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS 5
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6
ITEM 5. OTHER INFORMATION 6
ITEM 6. EXHIBITS 6
SIGNATURES 7
2
PRECISION PETROLEUM CORPORATION
BALANCE SHEETS
March 31, September 30,
2011 2010
(Unaudited) (Audited)
------------ ------------
ASSETS
Current
Cash and cash equivalents $ 30,497 $ 8,495
Accounts receivable, net 11,389 50,417
------------ ------------
Total current assets 41,886 58,912
Oil and gas properties, -using full
cost accounting 833,724 1,014,599
Less accumulated depletion (109,187) (82,520)
------------ ------------
Oil and gas properties-net 724,537 932,079
Long term assets
Participation deposits 57,500 57,500
------------ ------------
Total long term assets 782,037 989,579
------------ ------------
Total assets $ 823,923 $ 1,048,491
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities $ 67,563 $ 184,954
Due to related party 32,754 32,754
Advances 89,916 82,416
Notes payable 242,266 242,266
Notes payable-related party 46,126 761,714
------------ ------------
Total current liabilities 478,625 1,304,104
------------ ------------
Long term liabilities
Asset retirement obligations 24,058 22,912
------------ ------------
Total long term liabilities 24,058 22,912
------------ ------------
Total liabilities 502,683 1,327,016
------------ ------------
Capital stock
Authorized:
200,000,000 common stock, $0.001 par value;
Issued and outstanding:
84,401,584 common shares (2009: 44,400,000) 84,402 44,400
Additional paid-in capital 846,304 82,691
Accumulated deficit (609,466) (405,616)
------------ ------------
Total stockholders' equity (deficit) 321,240 (278,525)
------------ ------------
Total liabilities and
stockholders' equity (deficit) $ 823,923 $ 1,048,491
============ ============
See accompanying notes
F-1
PRECISION PETROLEUM CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
-------------------------- --------------------------
2011 2010 2011 2010
------------ ------------ ------------ ------------
Revenues
Oil and gas sales $ 63,017 $ 37,945 $ 106,567 $ 100,957
------------ ------------ ------------ ------------
Total revenues 63,017 37,945 106,567 100,957
------------ ------------ ------------ ------------
Expenses
Lease operating 50,323 17,570 76,318 23,044
Production taxes 4,511 2,732 7,646 7,268
Bad debts - 13,851 - 13,851
Depletion 13,688 14,413 26,667 39,098
Accretion expense 573 - 1,146 -
Legal and accounting 9,863 15,704 18,863 28,399
Impairment on oil
and gas properties 118,036 - 118,036 -
Loss on sale of
oil and gas
properties - 9,502 - 9,502
Management fees 5,000 3,000 8,000 6,000
General and
administrative 22,892 21,696 36,571 44,714
------------ ------------ ------------ ------------
Total operating
expenses (224,886) (98,468) (293,247) (171,876)
------------ ------------ ------------ ------------
Other income (expense)
Interest (9,951) (32,411) (36,753) (57,261)
Gain on settlement 19,583 - 19,583 -
------------ ------------ ------------ ------------
Total other
Income (expense) 9,632 (32,411) (17,170) (57,261)
------------ ------------ ------------ ------------
Net loss $ (152,237) $ (92,934) $ (203,850) $ (128,180)
============ ============ ============ ============
Basic loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Weighted average number of
shares outstanding-
basic 84,401,584 44,400,000 83,517,571 44,400,000
============ ============ ============ ============
See accompanying notes
F-2
PRECISION PETROLEUM CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the six months ended March 31, 2011
Common Shares Addi-
------------------ tional Accum-
Par Paid-in ulated
Number Value Capital Deficit Total
---------- ------- ------- ---------- ----------
Balance
as of
Sept. 30,
2010 44,400,000 $44,400 $82,691 $(405,616) $(278,525)
Common stock
issued for
settlement of
note payable 40,001,584 40,002 675,586 - 715,588
Interest
Forgiven - 88,027 - 88,027
Net loss for
the six
months (203,850) (203,850)
---------- ------- ------- ---------- ----------
Balance
as of
March 31,
2011 84,401,584 $84,402 $846,304 $(609,466) $ 321,240
========== ======= ======== ========== ==========
See accompanying notes
F-3
PRECISION PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
March 31,
----------------------
2011 2010
---------- ----------
Operating activities
Net loss for the period $(203,850) $(128,180)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depletion 26,667 39,098
Impairment on oil and gas property 118,036 -
Loss on sale of assets - 9,502
Gain on settlement (19,583) -
Accretion expense 1,146 -
Changes in operating assets and liabilities
Accounts receivable 39,028 (55,535)
Other receivables - 10,028
Accounts payable and accrued liabilities (29,364) 68,643
---------- ----------
Cash used in operating activities (67,920) (56,444)
---------- ----------
Investing activities
Acquisition of oil and gas properties (18) (28,634)
Sale of oil and gas properties 82,440 65,000
Participation deposits - (11,500)
---------- ----------
Cash provided by (used in) investing activities 82,422 24,866
---------- ----------
Financing activities
Advances 7,500 24,916
Due to related party - -
---------- ----------
Cash provided by financing activities 7,500 24,916
---------- ----------
Increase (decrease) in cash during the year 22,002 (6,662)
Cash, beginning of the period 8,495 12,944
---------- ----------
Cash, end of the period $ 30,497 $ 6,282
========== ==========
Supplemental disclosure of cash flow information
Cash paid during the year for income taxes $ - $ -
========== ==========
Cash paid during the year for interest $ - $ -
========== ==========
Non-cash investing and financing activities
Settlement of promissory note payable for
40,001,584 shares of common stock $(715,588) $ -
Interest Forgiven (88,027) -
F-4
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
Note 1 Interim Reporting
The accompanying financial statements of Precision Petroleum Corporation have
not been audited by independent public accountants. In the opinion of
management, the accompanying financial statements reflect all adjustments
necessary to present fairly our financial position at March 31, 2011 and
our income, stockholder's equity (deficit) and cash flows for the three and
six months ended March 31, 2011 and 2010. All such adjustments are of a
normal recurring nature. In preparing the accompanying financial statements,
management has made certain estimates and assumptions that affect reported
amounts in the financial statements and disclosures of contingencies. Actual
results may differ from those estimates. The results for interim periods are
not necessarily indicative of annual results.
Certain disclosures have been condensed or omitted from these financial
statements. Accordingly, these financial statements should be read with the
financial statements included in our 2010 Annual Report on Form 10-K.
Note 2 Nature and Continuance of Operations
Precision Petroleum Corporation (the "Company") was incorporated under the
name of "Tidewater Resources, Inc." under the laws of the State of Nevada on
February 7, 2007. On October 27, 2008 the Company changed its name to
Precision Petroleum Corporation. The Company has established its corporate
offices in Shawnee, Oklahoma. The Company is engaged primarily in the
acquisition, development, production, exploration for, and the sale of oil,
gas and natural gas liquids. All business activities are conducted in
Oklahoma and the Company sells its oil and gas to a limited number of
domestic purchasers. The Company does not operate the leases; they own
working and overriding royalty interests and are invoiced monthly for joint
operating costs and receive revenues from third party purchasers of oil and
gas chosen by the operators.
F-5
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which assumes
that the Company will be able to meet its obligations and continue its
operations for its next fiscal year. Realization values may be substantially
different from carrying values as shown and these financial statements do not
give effect to adjustments that would be necessary to the carrying values and
classifications of assets and liabilities should the Company be unable to
continue as a going concern. At March 31, 2011, the Company had not yet
achieved profitable operations, has an aggregate accumulated deficit of
$609,466 has a working capital deficiency of $436,739, and expects to incur
further losses in the development of its business, all of which casts
substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the
necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Management has no formal
plan in place to address this concern but considers that the Company will be
able to obtain additional funds by equity financing and/or related party
advances, however there is no assurance of additional funding being
available. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts or amounts and classification of liabilities that might result
from the outcome of this uncertainty.
Note 3 Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Because a precise determination of many assets and liabilities is dependent
upon future events, the preparation of financial statements for a period
necessarily involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within the framework of the significant accounting policies
summarized below:
Cash and cash equivalents
-------------------------
The Company considers cash and cash equivalents to be all highly liquid debt
instruments with a maturity when purchased of three months or less.
F-6
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
The Company maintains its cash balances in one financial institution in
Shawnee, Oklahoma. The balance at this institution is generally insured by
the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of
March 31, 2011 and September 30, 2010, the Company's cash in this
financial institution was less than the federally insured limits.
Allowance for doubtful accounts
-------------------------------
Accounts receivable are stated at the amount management expects to collect
from balances outstanding at year end. Management provides for probable
uncollectible amounts through a charge to earnings and a credit to an
allowance based on its assessment of the current status of individual
accounts. Balances that are still outstanding after management has used
reasonable collection efforts are written off through a charge to the
valuation allowance. Changes in the allowance have not been material to the
financial statements.
Property and equipment
----------------------
Equipment is recorded at cost. Depreciation is provided using the straight
line method. As of March 31, 2011 the Company did not have any property
or equipment.
Oil and Gas Properties
----------------------
The Company follows the full cost method of accounting for oil and gas
operations whereby all costs of exploring for and developing oil and gas
reserves are initially capitalized on a country-by-country (cost center)
basis. Such costs include land acquisition costs, geological and geophysical
expenses, carrying charges on non-producing properties, costs of drilling and
overhead charges directly related to acquisition and exploration activities.
Costs capitalized, together with the costs of production equipment, are
depleted and amortized on the unit-of-production method based on the
estimated gross proved reserves. Petroleum products and reserves are
converted to a common unit of measure, using 6 MCF of natural gas to one
barrel of oil.
The costs of acquisition and exploration of unproved oil and gas properties,
including any related capitalized interest expense, are not subject to
depletion, but are assessed for impairment either individually or on an
aggregated basis. The costs of certain unevaluated leasehold acreage are also
not subject to depletion. Costs not subject to depletion are periodically
assessed for possible impairment or reductions in recoverable value. If a
reduction in recoverable value has occurred, costs subject to depletion are
increased or a charge is made against earnings for those operations where a
reserve base is not yet established.
F-7
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
Future net cash flows from proved reserves using period-end, non-escalated
prices and costs are discounted to present value and compared to the carrying
value of oil and gas properties.
Proceeds from a sale of petroleum and natural gas properties are applied
against capitalized costs, with no gain or loss recognized, unless such a
sale would alter the rate of depletion by more than 25%.
Assets Retirement Obligations
-----------------------------
The Company recognizes the fair value of a liability for an asset retirement
obligation in the year in which it is incurred when a reasonable estimate of
fair value can be made. The carrying amount of the related long-lived asset
is increased by the same amount as the liability.
Changes in the liability for an asset retirement obligation due to the
passage of time will be measured by applying an interest method of
allocation. The amount will be recognized as an increase in the liability
and an accretion expense in the statement of operations. Changes resulting
from revisions to the timing or the amount of the original estimate of
undiscounted cash flows are recognized as an increase or a decrease in the
carrying amount of the liability for an asset retirement obligation and the
related asset retirement cost capitalized as part of the carrying amount of
the related long-lived asset.
The Company owns interests in oil and natural gas properties, which may
require expenditures to plug and abandon the wells when the oil and natural
gas reserves in the wells are depleted. Fair value of legal obligations to
retire and remove long-lived assets is recorded in the period in which the
obligation is incurred (typically when the asset is installed at the
production location). When the liability is initially recorded, this cost is
capitalized by increasing the carrying amount of the related properties and
equipment. Over time the liability is increased for the change in its present
value, and the capitalized cost in properties and equipment is depreciated
over the useful life of the remaining asset. The Company does not have any
assets restricted for the purpose of settling the plugging liabilities.
F-8
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
DECEMBER 31, 2010
(Unaudited)
The following table shows the activity for the three months ended
December 31, 2010 and September 30, 2010, relating to the Company's
retirement obligation:
March 31, September 30,
2011 2010
---- ----
Beginning balance at October 1 $22,912 $ -
Accretion expense 1,146 -
------- -------
Ending balance at March 31 $24,058 $ -
======= =======
Impairment of Long-Lived Assets
-------------------------------
The Company reviews long-lived assets and certain identifiable intangibles
to be held and used for impairment whenever events or changes in
circumstances have indicated that the carrying amount of assets might not be
recoverable and have appropriately recorded the adjustment.
Basic and Diluted Loss Per Share
--------------------------------
Basic loss per share is computed using the weighted average number of shares
outstanding defined by FASB Accounting Standards Codification Topic 260,
"Earnings Per Share" during the period. Fully diluted earnings (loss) per
share are computed similar to basic income (loss) per share except that the
denominator is increased to include the number of common stock equivalents
(primarily outstanding options and warrants). Common stock equivalents
represent the dilutive effect of the assumed exercise of the outstanding
stock options and warrants, using the treasury stock method, at either the
beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company's net income (loss) position at the
calculated date. Diluted loss per share has not been provided as it would be
anti-dilutive. As of December 31, 2010 and 2009, the Company did not have
any outstanding stock options or warrants.
F-9
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
Revenue Recognition
-------------------
Revenue from the sale of the oil and gas production is recognized when title
passes from the operator of the oil and gas properties to purchasers.
Note 4 Oil and Gas Properties
a) Effective July 1, 2009, the Company purchased various producing properties
located in Garvin County, Pottawatomie County, Nowata County and Seminole
County, Oklahoma. The Company utilized short-term financing to acquire these
properties. The various net revenue acquired range from .2808% to a 67.97%
net revenue interest. The Company also increased their working interest in
the Teresa #1 well by 11% and in the Quinlan #1 by 2%.
In November of 2009, the Company acquired a 57.2682% working interest in the
Thompson #2 well, located in Garvin County, Oklahoma. They sold 30% of their
working interest in the Thompson #2 well for $8,400 in November 2010 and
another 13.46774% for $35,016 in January 2011. The Company still owns a
13.80046% working interest in this well.
In June of 2010, the Company acquired an additional 25% working interest in
the Mason Burns well in exchange for the assumption of the seller's debt to
the operator of the well in the amount of $1,657.
In December 2010, the Company sold 19.003906% of its working interest in the
Ward McNeil lease for $19,440. The Company still owns a 10% working interest
in this well.
b) In an agreement dated on December 1, 2009, but made effective January 1,
2010, the Company sold all of its working interest in the Heath lease located
in Seminole County, Oklahoma. The sales price for this transaction was
$55,000, to be paid on or before one year from the date of the agreement.
The Company received a payment in the amount of $4,583 from the purchaser
with a balance due of $50,417.
F-10
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
On September 16, 2010, the Company, along with Global Energy, LLC
(Plaintiffs), filed a joint petition against Reed Power Tongs, Inc. and 4K
Energy, LLC (Defendants), alleging breach of contract of the joint operating
agreement the Plaintiffs entered into with the Defendants covering the Karsyn
No. 1, the Heath well and the Josh well.
On January 19, 2011, the Company along with Global Energy, LLC entered into a
settlement agreement in this matter, with the Defendants agreeing to pay the
Company $70,000 and for the Company to assign its interest in the Karsyn,
Heath and Josh wells. The Company applied $50,417 of the proceeds to the
accounts receivable owed to them by the Defendants and applied the balance of
the proceeds, $19,583, as a gain on settlement. Additionally, the Company
recognized an impairment of $118,036 on the Karsyn well as of March 31, 2011.
c) On February 22, 2010, the Company sold all of its working interest in the
Jameson lease, retaining a three percent (3%) overriding royalty interest.
The sale price for this transaction was $10,000 and has been paid in full.
d) On January 27, 2009, the Company entered into a Participation Agreement
with Nitro Petroleum Incorporated ("Nitro"), pursuant to which the Company
obtained from Nitro the right to participate in Phase One of Nitro's Powder
River Basin Project in Montana. Nitro acquired certain oil and gas leases in
the Powder River Basin in Montana pursuant to a Memorandum of Understanding
dated January 26, 2009 with REDS, LLC.
Pursuant to the terms of the Participation Agreement, Nitro is being carried
to the tanks with respect to a 25% working interest in Phase One of the
Powder River Basin Project. The Company is acquiring a 37.5% working
interest in Phase One of the Powder River Basin Project in exchange for an
agreement to pay 50% of the expenses of Phase One of the Powder River Basin
Project. Additionally, the Company shall have the right to purchase up to a
37.5% working interest in Phase Two and Phase Three of the Powder River Basin
Project upon substantially the same terms as Phase One. Nitro will be the
operator of all wells drilled during Phase One of the Powder River Basin
Project.
The Company has paid $57,500 towards the Participation Agreement with Nitro.
The payments have been recorded in the financial statements as participation
deposits.
F-11
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
Note 5 Notes Payable and Short-Term Financing
At December 23, 2010, the Company had a short term note payable to Sierra
Growth, Inc., an investment company located in Charlestown, Nevis, West
Indies. This note bears an interest rate of 10% per annum and is due upon
demand. If the Holder makes a demand for repayment, the Company must repay
the principal balance of this note and accrued and unpaid interest thereon
within sixty (60) days. Effective the December 23, 2010, the Company
converted $715,588 of this debt into 40,001,584 shares of common stock of the
Company. A total of $88,027 of interest related to this principal amount was
forgiven. The Company has a short term note payable with Sierra Growth in
the amount of $36,126 with accrued interest of $5,414 as of March 31, 2011.
At March 31, 2011, the Company had a short term note payable to Global
Energy, LLC, an oil and gas company located in Shawnee, Oklahoma. This note
bears an interest rate of 10% per annum and is payable upon demand. If the
Holder makes a demand for repayment, the Company must repay the principal
balance of this note and accrued and unpaid interest thereon within sixty
(60) days. Interest has been accrued in the amount of $36,307 as of March
31, 2011 ($24,227; September 30, 2010) and has a principal balance of
$242,266 ($242,266; September 30, 2010).
The Company has also obtained financing from a consultant with a balance of
$32,754 ($31,754: September 30, 2010) and also has received advances of
$92,416 ($92,416: September 30, 2010) from unrelated third parties. The
balances are due on demand and are not interest bearing. However, Generally
Accepted Account Principles (GAAP) requires interest expense to be imputed on
the outstanding balances of the advances. The Company has accrued interest
in the amount of $20,164 for these advances as of March 31, 2011 (2009, $0).
Note 6 Related Party Transactions
Note 6 Related Party Transactions
During the six months ended March 31, 2011 and 2010, the Company incurred
management fees charged by a director of the Company totaling $8,000 and
$6,000, respectively.
As discussed in Note 5, the Company converted a short term payable to Sierra
Growth in the amount of $715,588 along with accrued interest in the amount of
$88,027 into 40,001,584 shares of its common stock. After this conversion,
Sierra Growth owned 47% of the Company's issued and outstanding common stock.
Also discussed in Note 5, the Company had a short term note payable with
Sierra Growth in the amount of $36,126 with accrued interest of $5,414 as of
March 31, 2011.
F-12
PRECISION PETROLEUM CORPORATION
NOTES TO THE INTERIM FINANCIAL STATEMENTS
-----------------------------------------
MARCH 31, 2011
(Unaudited)
Note 7 Common Stock
By written consent of the Board of Directors effective December 23, 2010, the
Company and Sierra Growth agreed to convert the $715,588 of principal amount
due to Sierra Growth into 40,001,584 common shares of the Company based on
the weighted average price of stock from December 8, 2010 to December 21,
2010 which was calculated to be $.017889. Furthermore, an accrued interest
expense in the amount of $88,027 was forgiven at the time of conversion. As
of March 31, 2011 there were 84,401,584 shares of common stock issued and
outstanding. (See Note 5 and 6 for additional discussion).
Note 8 Subsequent Events
The Company has entered into an agreement with CAVU Resources, Inc. to sell
its 50% share of the Montana Prospect in the Powder River Basin which
consists of a 1,600 acre lease with additional acreage lease options at a
future date. Also included in the offer is that Precision will receive
$150,000 in cash, a 1.6667% ORRI in the 1,600 acre lease, and 2,500 shares of
CAVU Resources, Inc. free trading shares.
F-13
Management's Discussion and Analysis
As used in this Interim Report: (i) the terms "we", "us", "our" and the
"Company" mean Precision Petroleum Corporation (ii) "SEC" refers to the
Securities and Exchange Commission; (iii) "Exchange Act" refers to the United
States Securities Exchange Act of 1934, as amended; and (iv) all dollar
amounts refer to United States dollars unless otherwise indicated.
The following is a discussion of our plan of operations, results of
operations and financial condition as of and for the three and six months
ended March 31, 2011.
Liquidity and Capital Resources
The Company had a cash balance of $30,497 as of March 31, 2011, compared
to cash balance of $8,495 as of September 30, 2010.
The Company will continue to utilize the free labor of its directors and
stockholders until such time as funding is sourced from the capital
markets. It is anticipated that funding for the next twelve months will be
required to maintain the Company.
Results of Operations
For the three months ended March 31, 2011, the Company had revenue of
$63,017, as compared to $37,945 for the three months ended March 31, 2010.
For the six months ended March 31, 2011, the Company had revenue of
$106,567, as compared to $100,957 for the six months ended March 31, 2010.
Cost of continued operations and other expenses for the three months ended
March 31, 2011 was $224,886 resulting in a net loss for the period of
$152,237 compared to costs of continued operations and other expenses of
$98,468 for the three months ended March 31, 2010 resulting in a net loss
for the period of $92,934. Depletion, legal costs and general and
administrative costs were down significantly from the prior quarter.
For the six months ended March 31, 2011, the Company had a net loss of
$203,850, as compared to a net loss of $128,180 for the six months ended
March 31, 2010.
The Company expects to continue to receive revenues from the properties on
the Oklahoma properties and the Company expects for these revenues to
increase. Planned exploration ventures should increase revenues for the
fiscal year ending September 30, 2011.
3
Going Concern
The Company has not attained profitable operations and is dependent upon
obtaining financing to pursue any extensive acquisitions and exploration
activities. For these reasons, the Company's auditors stated in their report
on the Company's audited financial statements that they have substantial
doubt the Company will be able to continue as a going concern without further
financing.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial
condition, changes of financial condition, revenues, expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Plan of Operation for the Next Twelve (12) Months
The following discussion of our plan of operation, financial condition,
results of operations, cash flows and changes in financial position should be
read in conjunction with our most recent financial statements and notes
appearing in our Form 10-K annual report for the year ended September 30,
2010.
Our plan of operations for the next twelve months is to maintain the current
properties we have which we feel will generate more revenue.
We estimate that our expenditures over the next twelve months will be
$120,000 to cover ongoing general and administrative expenses. As at
March 31, 2011, we had cash and cash equivalents of $30,497 and working
deficit of $436,739.
During the twelve-month period following the date of this report, we
anticipate that we will continue to generate revenue from our oil and gas
leases. However, we anticipate that such revenue will not be sufficient to
cover all of our expenses. Accordingly, we will be required to obtain
additional financing in order to continue our plan of operations during and
beyond the next twelve months. We anticipate that additional funding could be
in the form of either debt or equity financing from the sale of our common
stock. However, we do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
to fund our operations. In the absence of such financing, our business plan
will fail. Even if we are successful in obtaining financing to fund our
operations, there is no assurance that we will obtain the funding necessary
to pursue any further exploration of our properties. If we do not obtain
additional financing, we may be forced to dispose of operating oil and gas
leases located in Oklahoma.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the
information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934 (the "Exchange Act")). Based upon this evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls
and procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting
during the current quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the
information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Pursuant to Rule 601 of Regulation S-B, the following exhibits are
included herein or incorporated by reference.
Exhibit
Number Description
3.1 Articles of Incorporation, as Amended*
3.2 Bylaws*
31.1 Section 302 Certification - Chief Executive Officer
31.2 Section 302 Certification - Chief Financial Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 - Chief Executive Officer.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 - Chief Financial Officer.
* Incorporated by reference to our Form S-1 Registration Statement filed on
April 24, 2008, SEC File Number 333-149823.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 23th day
of May, 2011.
PRECISION PETROLEUM CORPORATION
Date: May 23, 2011 By: /s/ Richard Porterfield
------------ -----------------------
Name: Richard Porterfield
Title: President (principal
executive officer)
By: /s/ James Kirby
--------------------------------
Name: James Kirby
Title: Treasurer (principal financial
officer and principal accounting
officer)
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