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EX-32 - AUSTRALIAN CANADIAN OIL ROYALTIES LTDex32.htm
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EXCEL - IDEA: XBRL DOCUMENT - AUSTRALIAN CANADIAN OIL ROYALTIES LTDFinancial_Report.xls

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 Quarterly Period Ended September 30, 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 No. 0-29832

 

AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

(Exact Name of Registrant as Specified in its Charter)

 

British Columbia, Canada 75-2712845
(State or Other Jurisdiction of (I.R.S. Employer Identification #)
Incorporation or Organization)  

 

1301 Avenue M, Cisco, TX 76437
(Address of Principal Executive Offices) (Zip Code)

 

(254) 442-2638

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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes [X]     No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller Reporting Company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [  ]     No [X]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

There were 21,700,825 shares of common stock, No Par Value, outstanding as of September 30, 2011.

 
 

Part 1. Financial Information

 

Item 1. Financial Statements

 

Australian-Canadian Oil Royalties Ltd.

Balance Sheets

 

  September 30,   December 31,
  2011   2010
  (Unaudited)   (Audited)
Assets
           
CURRENT ASSETS          
Cash $ 61,436   $ 2,345
Accounts receivable   25,566     28,992
           
Total Current Assets   87,002     31,337
           
PROPERTY AND EQUIPMENT          
Oil and gas properties-being amortized   594,292     582,792
Oil and gas properties-not being amortized   565,077     565,077
Office equipment and software   24,783     24,783
Accumulated depreciation and depletion   (250,601)     (216,771)
           
Net Property and Equipment   933,551     955,881
           
OTHER ASSETS          
Investment in equity method investee   1,084     1,084
           
TOTAL ASSETS $ 1,021,637   $ 988,302
           
Liabilities and Stockholders' Equity
           
CURRENT LIABILITIES          
Accounts payable - trade $ 4,814   $ 11,243
Accounts payable – related party   40,253     39,216
Accrued expenses   191,430     115,486
Loans from officers   25,000     25,000
Loans from stockholders   -     26,266
           
Total Current Liabilities   261,497     217,211
           
STOCKHOLDERS' EQUITY          
Preferred stock no par value (50,000,000 shares authorized          
none outstanding)   -     -
Common stock, no par (50,000,000 shares authorized          
21,700,825 and 20,038,284 shares, respectively,          
issued and outstanding)   3,930,099     3,745,099
Additional paid in capital   175,952     173,552
Accumulated (deficit)   (3,345,911)     (3,147,560)
           
Total Stockholders' Equity   760,140     771,091
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,021,637   $ 988,302

 

See accompanying notes to financial statements.

 
 

Australian-Canadian Oil Royalties Ltd.

 

STATEMENTS OF OPERATIONS

For the Three Months and Nine Months Ended September 30, 2011 and 2010

(Unaudited)

 

  Three Months   Nine Months
  2011   2010   2011   2010
                       
OIL AND GAS REVENUES $ 34,706   $ 38,903   $ 81,977   $ 52,686
                       
COST OF SALES                      
Production taxes   -     70     71     90
Depletion   11,184     3,695     33,552     11,086
Transportation costs   3,582     2,396     11,720     3,659
                       
GROSS PROFIT/LOSS   19,940     32,742     36,634     37,851
                       
OPERATING EXPENSES                      
Personnel costs   41,442     18,414     107,434     35,382
Professional fees   (2,364)     5,841     35,631     43,438
Promotion and advertising   10,757     2,357     21,769     8,602
Office expenses   1,143     977     3,851     3,029
Depreciation   93     93     278     278
Directors' fees and other   4,353     14,854     52,524     15,806
Total Operating Expenses   55,424     42,536     221,487     106,535
                       
OPERATING LOSS   (35,484)     (9,794)     (184,853)     (68,684)
                       
OTHER INCOME/(EXPENSE)                      
Interest expense   (416)     (394)     (2,755)     (1,148)
                       
NET LOSS BEFORE INCOME TAXES   (35,900)     (10,188)     (187,608)     (69,832)
                       
Australian income taxes   2,832     4,458     10,743     7,432
                       
NET LOSS $ (38,732)   $ (14,646)   $ (198,351)   $ (77,264)
                       
BASIC (LOSS) PER COMMON SHARE $ (0.00)   $ (0.00)   $ (0.01)   $ (0.00)
                       
Weighted Average Number of Common                      
Shares Outstanding:                      
Basic   21,343,047     19,920,005     20,611,332     19,686,719

 

See accompanying notes to financial statements.

 
 

Australian-Canadian Oil Royalties Ltd.

 

STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2011 and 2010

(Unaudited)

 

  2011   2010
           
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net (loss) $  (198,351)   $  (77,264)
Adjustments to reconcile net (loss) to net cash          
provided by operations:          
Depreciation and depletion   33,830     11,364
Value of expenses contributed by officers   2,400     2,400
Stock issued for services   25,000     10,000
Stock issued for director fees   36,000      13,000
           
Changes in:          
Receivables   3,426     (5,307)
Accounts payable and accrued expenses   70,552     26,072
           
NET CASH USED BY OPERATING ACTIVITIES   (27,143)     (19,735)
           
CASH FLOWS USED BY INVESTING ACTIVITITES:          
Acquisition of oil and gas properties   (11,500)     (26,266)
           
NET CASH FLOWS USED BY INVESTING ACTIVITIES:   (11,500)     (26,266)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from sale of common stock   124,000     25,000
Proceeds from notes payable to related parties   -     26,266
Payment of notes payable to related parties   (26,266)     -
           
NET CASH FLOWS FROM FINANCING ACTIVITIES   97,734     51,266
           
NET (DECREASE) INCREASE IN CASH   59,091     5,265
           
Cash, Beginning of Period   2,345     6,262
           
Cash, End of Period $  61,436     $ 11,527
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Interest and Income Taxes Paid:          
Interest $  2,755   $ 1,148
Income taxes - Australian $ 10,743   $  7,432

 

See accompanying notes to financial statements.

 
 

Australian-Canadian Oil Royalties Ltd.

SELECTED INFORMATION FOR FINANCIAL STATEMENTS

September 30, 2011

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information included in the Company's Report on Form 10-K for the year ended December 31, 2010. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

NOTE 2: GOING CONCERN CONSIDERATIONS

The Company neither has sufficient cash on hand nor is it generating sufficient revenues to cover its operating overhead. These facts raise doubt as to the Company's ability to continue as a going concern. The Company has been operating over the past year based on loans/stock purchases from its officers/directors. There is no guarantee that such officers/directors will continue to provide operating funds for the Company. In order to pursue its goals and commitments under the Australian concession prospects that it has obtained, the Company will be required to obtain significant funding or to exchange all or portions of its interests in those concessions to meet the minimum expenditure requirements underlying the concessions. Management's plans include attempting to find a drilling company to farm out the working interests under the concessions, raising funds from the public through a stock offering, and attempting to acquire additional producing interests in exchange for stock. Management intends to make every effort to identify and develop sources of funds. There is no assurance that Management's plans will be successful.

 
 

Item 2. Management's Discussion and Analysis and Plan of Operations

Any statements that are contained in this Form 10-Q that are not statements of historical fact are forward-looking statements. Readers can identify these statements by words such as 'may,' 'will,' 'expect,' 'anticipate,' 'estimate,' 'continue' or other similar words. These statements discuss future expectations, contain projections of results of operations or financial condition or state other forward-looking information and are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, including such factors as uncertainties in cash flow, expected costs of litigation, the outcome of litigation, the potential impact of government regulations and rulings, fluctuations in the economic environment and other such matters, many of which are beyond the control of the Company. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual result or developments may differ materially from those expressed or implied in the forward-looking statements.

The following discussion and analysis should be read in conjunction with the Company's financial statements and notes thereto as of December 31, 2010 and September 30, 2011 and 2010, for the respective periods then ended.

General Discussion:

The Company’s strategy is two fold: 1) to seek overriding royalty interests in oil and gas concessions within sedimentary basins in Australia, and 2) to seek working interests in oil and gas concessions within sedimentary basins of Australia to promote oil and gas exploration through seismic programs and drilling operations.

The Company’s ability to explore other oil and gas opportunities is dependent on adequate capital resources being available and equity being obtained, and/or finding partners to fund the exploration and drilling programs on the areas in which the Company holds working interests.

The Company holds overriding royalty interests in the Cooper/Eromanga Basins that cover parts of Queensland and South Australia. The Company’s overriding royalties total 488,040 net royalty acres under 13,679,838 gross surface acres in thirteen concessions located in the Cooper/Eromanga Basins. In addition, the Company also owns 3,113 net royalty acres under 672,040 gross acres in four concessions located in the Bass Strait of the Gippsland Basin, located offshore of the State of Victoria, Australia. The Company also has working interests under 7,914,460 gross surface acres covering four concessions located in Queensland and South Australia.

ACOR began its movement from being primarily an oil royalty company to an exploration company in 2000 when ACOR et al was awarded three large concessions in South Australia. The risk of exploration was downgraded by the success rate by new junior oil companies in the Cooper/Eromanga Basin averaging 52%. ACOR entered into a farm-out arrangement with Holloman Energy Corp. to drill three wells retaining a 13.8325% carried working interest. During 2008, Holloman drilled the Pecos #1 well on PEL 112, being the first of the three well program. The Pecos #1 was completed as a dry hole. During 2008 Holloman obtained approval from the South Australian Government for new exploration terms giving a new five-year work program for PEL 112 and consolidating PEL 108 & 109 to a new exploration permit PEL 444. The Company’s terms and conditions mentioned above remain in force on these two permits. Holloman has entered into a joint venture letter of intent with Brandenburg Energy Corp. to conduct a 125 square kilometer 3D seismic program over both PEL 112 and 444 plus drill a total of six wells. ACOR agreed to reduce its carried working interest from 13.8325% to 8.65% in this new exploration program to be conducted by Brandenburg Energy Corp. on PEL 112 and 444.

ACOR is the concession holder of ATP-582, located in Queensland Australia, in the prolific Cooper/Eromanga Basin. The permit area covers approximately 6,716,000 gross acres. ATP 582 lies within the Georgina Basin, which covers most of the central-eastern part of the Northern Territory and is considered one of the most prospective undeveloped onshore petroleum provinces in Northern Territory and Queensland. Although the Georgina Basin has not had a discovery today, the Cambrian Thorntonia-Arthur Creek succession of the Georgina Basin possess all of the required elements necessary for petroleum generation, migration and entrapment. Of particular interest in the Georgina Basin and on ATP 582 is the presence of the Arthur Shale, which has similar characteristics to the Brakken Shale of Western Canada and North Dakota that has produced more than 10 TCF of gas and 1 Billion barrels of oil.

 
 

The improvement in multi high-pressure fracing technology over the past 10 years has made low permeable shale very economic to produce both oil and gas and has been widely used in North America to unlock unconventional reservoirs in shale bearing hydrocarbons. This technology has not been utilized in the Georgina Basin; however, on the adjoining concession to the east in the Northern Territory two horizontal wells are planned for drilling into the Arthur Creek Shale utilizing the current high pressure multiple stage fracing on this formation. ATP 582 is well positioned, with the northern most 1,000,000 acres of its 6,716,000 acres known to have the presence of the Arthur Creek Shale in place.

The adjoining concession to the west of ATP 582 operated by Baraka Energy & Resources Ltd. with its operating partner, Petrofrontier Corp., began drilling the Baldwin-2 during September 2011 which drilled into the Arthur Creek Shale horizontally encountering gas through out the interval. Subsequent to the end of the quarter, October 28, 2011, drilling began on the MacIntyre-2 being their second test into the Arthur Creek Shale. Once the MacIntyre-2 has been drilled, Petrofrontier intends to frac and complete the well using multi-stage open hole techniques. Final results will then be released from MacIntyre-2 and completions crew will subsequently return to Baldwin-2 to conduct a similar program there. The activities of Petrofrontier are important to the Company as it also has the Arthur Creek Shale formation present on its ATP582.

The Company has entered into a Joint Venture arrangement where the partner will operate the concession, pay to obtain Native Title clearance, shoot a new seismic grid survey over the leads identified by ACOR management from old seismic data to confirm good drillable targets, with plans to drill a well to earn a 50% working interest under ATP 582 (ACOR will be carried for 50% WI). During the previous quarter ended June 30, 2011, native title was obtained on ATP582 allowing exploration to begin subject to obtaining environmental approvals and clearances.

A 12” pipeline was constructed to the Longtom Field with the first delivery of gas beginning on October 21, 2009. Revenues from gas sales for the Company began in 2010. During 2010, the Longtom Field was shut in due to mercury levels exceeding gas plant standards. A processing plant was installed to remove the excess mercury and production from the Longtom Field resumed during the fourth quarter of 2010 (November 2010). Revenues from gas sales for the Company’s 5% of 1% override are expected to be received during the second half of 2011. It was reported that gas sales for the months of May and June 2011 were at record levels with over 3,300,000 MCF produced each month. Offshore works to enhance the reliability of the offshore production system is planned for the second half of 2011, depending on vessel availability. Planning for the drilling of the Longtom South Prospect, located approximately 3.5 kilometers south of the field infrastructure, is also planned during the second half of 2011, subject to rig availability.

ATP 560 covers 625,600 acres under which the Company holds a 25% of 1% override. The Utopia Oil Field is situated in ATP 560P in the Eromanga Basin in southwest Queensland, approximately 150 km north east of the Jackson Oilfield and 50 km south of the Kenmore Oilfield. The Utopia Field is a broad low-relief structure, with a maximum relief of approximately 10 m. The field produces from the Early Cretaceous Murta Formation and is the largest known Murta pool in the Queensland Eromanga Basin. The oil pool is at an approximate depth of 1020 m. The most recent technical review of Utopia, undertaken in June 2004, determined the field could contain up to 2.86 million barrels of recoverable oil.

During the previous quarter ended June 30, 2011 Utopia-11H, a horizontal development well, was drilled and completed as a Murta oil producer after a 176.5-meter horizontal drain hole was successfully drilled. The operator reports excellent oil shows in very good quality reservoir sand continued to be encountered while drilling the horizontal leg. Bounty produces 35 BOPD from wells developed in the Murta formation at a depth of 1000 meters below surface. Utopia 11H, a short leg horizontal well which drilled 176.5 meters into the Murta reservoir was put on production during the quarter ended September 30, 2011.

Interpretation of data from the 200 sq. km 3D seismic survey over PL 214 commenced as a step to preparing a comprehensive oil development plan.  Interpretation to date indicates that the producing pool extends to the east with indications that there are approximately.8 MMBO above the oil/water contact. Further drilling is planned.

Liquidity and Capital Resources

The Company has historically addressed its long-term liquidity needs for the oil and gas exploration and development for its Australian working interests through the use of farm-out agreements. The Company sells a portion of its ownership interest in the concession to an outside party who is then responsible for the exploration activities i.e. seismic, drilling etc. This is the strategy that management is following in order to meet the expenditure requirements on the Australian concessions.

 
 

In addition, the Company may also satisfy its future capital requirements by selling its common stock. Should the Company become unable to reach satisfactory farm-out arrangements or obtain financing from the sale of its securities or some other source, the Company may not be able to achieve some of its future goals.

The principal assets of ACOR are oil and gas properties (both those being amortized and those not being amortized) reported at $1,159,369 on September 30, 2011 compared to $1,147,869 on December 31, 2010. The $11,500 increase in oil and gas properties is due to an expenditure on ATP582. The nominal decrease in Net Property and Equipment from December 31, 2010 to September 30, 2011 is related to the increase in accumulated depreciation of property and equipment.

The Total Current Assets increased from December 31, 2010 to September 30, 2011 from $31,337 to $87,002. The Company's Total Current Assets as of September 30, 2010, was $25,984 with Total Current Liabilities of $176,355, giving a liquidity ratio of .147 to 1. The Company's Total Current Assets as of December 31, 2010, was $31,337 with Total Current Liabilities of $217,211, giving a liquidity ratio of .144 to 1. The Company's Total Current Assets as of September 30, 2011, was $87,002 with Total Current Liabilities of 261,497, giving a liquidity ratio of .333 to 1. The Company's cash position was $61,436 on September 30, 2011 compared to $2,345 and $11,527 on December 31, 2010 and September 30, 2010 respectively. The fluctuations in current assets from September 30, 2010 compared to December 31, 2010 and September 30, 2011 is directly related to the amount of cash on hand.

The Company continues to operate without any long-term debt.

Stockholders' Equity decreased when comparing September 30, 2011 to December 31, 2010 being $760,140 and $771,091 respectively, due to an increase in current liabilities.

Management believes that its current cash balance is sufficient to fund immediate administrative needs. However, long-term plans are expected to require significant additional capital and there is not any assurance that the Company will be able to obtain such funds or obtain the required capital on terms favorable to the Company.

During the quarter ended September 30, 2011 the Company issued to an accredited investor 200,000 restricted common shares for $24,000. Also, issued during the quarter were 555,556 shares for $50,000 from related parties (Robert Kamon and Ely Sakhai). The number of shares issued and outstanding as of September 30, 2011 was 21,700,825.

Results of Operations

Revenues of $34,706 were reported for the quarter ended September 30, 2011 compared to $38,903 for the same period in 2010. Oil and gas revenues reported for the nine-months ended September 30, 2011 was $81,977 compared to $52,686 for the nine-months ended September 30, 2010 reflecting the gas sales from the Longtom Field on VicP54 located in the Bass Strait of the Gippsland Basin of Australia. The Australian revenues were generated from concessions ATP 267, ATP 299, ATP 560, PEL 115 and VicP54 under which the Company hold overriding royalty interests.

Total Operating Expenses were $55,424 for the three months ended September 30, 2011 compared to $42,536 for the quarter ended September 30, 2010. The principal reason for the increase is caused by personnel costs up from $18,414 to $41,442. Directors’ fees were down from $14,854 to $4,353. Promotion and advertising was up from $2,357 to $10,757 due to an increase in fees associated with the preparation and filing of SEC documents on EDGAR and the new format XBRL.

Total Operating Expenses were $221,487 for the nine-months ended September 30, 2011 compared to $106,535 for the nine-months ended September 30, 2010. The principal reason for the increase is due to personnel costs and directors’ fees.

The Company's three-month operating loss was $35,484 for the quarter ended September 30, 2011 compared to an operating loss of $9,794 for the same period in 2010. As stated above, the increase in personnel costs caused operating losses to increase.

The Company’s interest expense for the three-months ended September 30, 2011 was $416 compared to $394 for the same period ended in 2010. The Company’s interest expense for the nine-months ended September 30, 2011 was $2,755 compared to $1,148 for the nine-months ended September 30, 2010.

 
 

The net loss for the three months ended September 30, 2011 was $38,732 compared to a net loss of $14,646 for the quarter ended September 30, 2010. The increase in net loss is primarily attributable to the increase in personnel costs. The net loss for the nine-months ended September 30, 2011 was $198,351 compared to a net loss of $77,264 for the nine-months September 30, 2010.

Subsequent Events

There were no significant subsequent events to report since the September 30, 2011.

Plan of Operation and Funding

The Company plans to seek additional oil and gas concessions in Australia on ground level basis and will seek partners to join in this process. The Company has been successful in entering into farm-out arrangements to defer the exploration commitments on several concessions that are now scheduled to have drilling and/or seismic programs conducted during this year.

Material Commitments

The Company currently has no material commitments.

Purchase of Significant Equipment

The Company does not intend to purchase any significant equipment during the year.

Related Party Transactions

During the third quarter of 2011, the Company paid $6,658 for personnel costs and other expenses to related parties, primarily Secretarial Services, Inc. and Tensleep Oil & Production, Inc. In addition, the Company reimburses Australian Grazing & Pastoral Co., Pty. Ltd. for professional fees. Robert Kamon, the Company's Secretary controls these entities.

Off-Balance Sheet Arrangements

As of September 30, 2011, the Company had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2011, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2011 that have materially affected or are reasonably likely to materially affect our internal controls.

 
 

PART II. OTHER INFORMATION

Item 6. Exhibits

31.1 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101.ins XBRL Instance Document
   
101.xsd XBRL Taxonomy Extension Schema Document
   
101.cal XBRL Taxonomy Extension Calculation Linkbase Document
   
101.def XBRL Taxonomy Extension Definition Linkbase Document
   
101.lab XBRL Taxonomy Extension Label Linkbase Document
   
101.pre XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirement of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Australian-Canadian Oil Royalties Ltd.
   
   
Date: November 2, 2011

/s/ MAHNAZ NOURMAND

By: Mahnaz Nourmand, Principal Financial Officer