SUPERNOVA ENERGY, INC. - FORM 10-Q/A

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - SUPERNOVA ENERGY, INC.	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - SUPERNOVA ENERGY, INC.	ex31-1.htm
EX-99.3 - EXHIBIT 99.3 - SUPERNOVA ENERGY, INC.	ex99-3.htm
EX-31.2 - EXHIBIT 31.2 - SUPERNOVA ENERGY, INC.	ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - SUPERNOVA ENERGY, INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

x QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File # 333-165373

NORTHUMBERLAND RESOURCES, INC.

(Exact name of small business issuer as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

98-0628594

(IRS Employer Identification Number)

701 N. Green Valley Pkwy.

Ste 200-258,

Henderson, NV

89074

(Address of principal executive offices)

(702) 335-0356

(Issuer’s telephone number)

Indicate by check mark whether the registrant(1) has filed all reports required 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 day. x Yes o 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 o

Accelerated filer o

Non-accelerated filer o

Small reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The issuer had 161,325,766 shares of common stock issued and outstanding as of November 23, 2011.

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Balance Sheets


	September 30,			December 31,
	2011			2010
	(Unaudited)

ASSETS

CURRENT ASSETS

Cash	$	76,560		$	-
Accounts receivable		3,927			-
Prepaid expenses		22,200			-
Deposits		1,200			-

Total Current Assets		103,887			-

PROPERTY AND EQUIPMENT

Oil and gas properties (full cost method)		817,226			-
Support equipment		163,968			-
Total property, plant and equipment		981,194			-
Accumulated depletion, depreciation, and amortization		(5,755	)		-
Total property, plant and equipment, net		975,439			-

TOTAL ASSETS	$	1,079,326		$	-


LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	346,108		$	-
Related party payables		178			-
Convertible notes payable		100,000			-
Derivative liability		93,428			-

Total Current Liabilities		539,714			-

LONG TERM LIABILITIES

Asset retirement obligation		62,410			-

TOTAL LIABILITIES		602,124			-

STOCKHOLDERS’ EQUITY

Common stock, 2,000,000,000 shares authorized at par value of $0.001; 158,659,100 and 112,550,000 shares issued and outstanding, respectively		158,659			112,550
Additional paid-in capital		752,591			(66,500	)
Deficit accumulated during the exploration stage		(434,048	)		(46,050	)

Total Stockholders’ Equity		477,202			-

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,079,326		$	-

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						From Inception on June 22, 2009 Through September 30, 2011
	2011			2010			2011			2010			From Inception on June 22, 2009 Through September 30, 2011

REVENUES	$	43,781		$	-		$	43,781		$	-		$	43,781

OPERATING EXPENSES

Depletion, depreciation, amortization		5,755			-			5,755			-			5,755
Accretion expense		1,373			-			6,572			-			6,572
Lease operating expenses		52,573			-			72,886			-			77,186
Professional fees		87,908			-			208,360			-			221,989
General and administrative		16,541			9,399			44,712			35,967			69,333
Impairment expense		-			-			-			-			3,500

Total Operating Expenses		164,150			9,399			338,285			35,967			384,335

NET LOSS FROM OPERATIONS		(120,369	)		(9,399	)		(294,504	)		(35,967	)		(340,554	)

OTHER EXPENSES

Gain on derivative liability		548			-			548			-			548
Interest expense		(94,042	)		-			(94,042	)		-			(94,042	)

Total Other Expenses		(93,494	)		-			(93,494	)		-			(93,494	)

LOSS BEFORE INCOME TAXES		(213,863	)		(9,399	)		(387,998	)		(35,967	)		(434,048	)

PROVISION FOR INCOME TAXES		-			-			-			-			-

NET LOSS	$	(213,863	)	$	(9,399	)	$	(387,998	)	$	(35,967	)	$	(434,048	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		158,659,100			112,550,000			141,000,223			112,550,000

The accompanying notes are an integral part of these financial statements

NOTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Statements of Stockholders’ Equity


	Common Stock				Additional Paid-in Capital			Deficit Accumulated During the Exploration Stage			Total Stockholders’ Equity
	Shares		Amount		Additional Paid-in Capital			Deficit Accumulated During the Exploration Stage			Total Stockholders’ Equity

Balance at inception on June 22, 2009		-	$	-	$	-		$	-		$	-

Common shares issued for cash to founders at $0.00005 per share		70,000,000		70,000		(66,500	)		-			3,500

Common shares issued for cash at $0.001 per share		42,550,000		42,550		-			-			42,550

Net loss from inception on June 22, 2009 through December 31, 2009		-		-		-			(10,853	)		(10,853	)

Balance, December 31, 2009		112,550,000		112,550		(66,500	)		(10,853	)		35,197

Net loss for the year ended December 31, 2010		-		-		-			(35,197	)		(35,197	)

Balance, December 31, 2010		112,550,000		112,550		(66,500	)		(46,050	)		-

Common stock issued for cash (unaudited)		30,909,100		30,909		819,091			-			850,000

Common stock issued for services (unaudited)		15,200,000		15,200		-			-			15,200

Net loss for the nine months ended September 30, 2011 (unaudited)		-		-		-			(387,998	)		(387,998	)

Balance, September 30, 2011 (unaudited)		158,659,100	$	158,659	$	752,591		$	(434,048	)	$	477,202

The accompanying notes are an integral part of these financial statements

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,						From Inception on June 22, 2009 Through September 30, 2011
	2011			2010			From Inception on June 22, 2009 Through September 30, 2011
OPERATING ACTIVITIES
Net loss	$	(387,998	)	$	(35,967	)	$	(434,048	)
Adjustments to reconcile net loss to net cash used by operating activities:
Accretion expense		6,572			-			6,572
Depreciation expense		5,755			-			5,755
Derivative liability		93,428			-			93,428
Common stock issued for services		8,000			-			8,000
Impairment of oil and gas property costs		-			-			3,500
Changes in operating assets and liabilities:
Accounts receivable		(3,927	)		-			(3,927	)
Deposits		(1,200	)		-			(1,200	)
Prepaid expenses		(15,000	)		-			(15,000	)
Accounts payable		25,455			-			25,455
Accounts payable, related parties		-			1,255			-

Net Cash Used in Operating Activities		(268,915	)		(34,712	)		(311,465	)

INVESTING ACTIVITIES
Purchase of oil and gas properties		(225,720	)		-			(229,220	)
Capitalized exploration and development costs		(264,960	)		-			(264,960	)
Purchase of well operating equipment		(113,968	)		-			(113,968	)

Net Cash Used in Investing Activities		(604,648	)		-			(608,148	)

FINANCING ACTIVITIES
Proceeds from related party payables		200			-			200
Repayments of related party payables		(77	)		-			(77	)
Proceeds from convertible notes payable		100,000			-			100,000
Common stock issued for cash		850,000			-			896,050

Net Cash Provided by Financing Activities		950,123			-			996,173

NET INCREASE (DECREASE) IN CASH		76,560			(34,712	)		76,560
CASH AT BEGINNING OF PERIOD		-			35,197			-

CASH AT END OF PERIOD	$	76,560		$	485		$	76,560

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

NON-CASH FINANCING AND INVESTING ACTIVITES

Purchase of oil and gas properties for debt	$	270,708		$	-		$	270,708
Purchase of well operating equipment for debt	$	50,000		$	-		$	50,000
Asset retirement obligaion	$	55,838		$	-		$	55,838
Common stock issued for prepaid services	$	7,200		$	-		$	7,200

The accompanying notes are an integral part of these financial statements.

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Condensed Notes to Financial Statements

September 30, 2011 and December 31, 2010

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2010 audited financial statements. The results of operations for the period ended September 30, 2011 and 2010 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Condensed Notes to Financial Statements

September 30, 2011 and December 31, 2010

(Unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

Reclassification of Financial Statement Accounts

Certain amounts in the September 30, 2010 and December 31, 2010 financial statements have been reclassified to conform to the presentation in the September 30, 2011 financial statements.

Oil and Gas Properties

The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including certain payroll, asset retirement costs, other internal costs, and interest incurred for the purpose of finding oil and natural gas reserves, are capitalized. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Proceeds from the sale of oil and natural gas properties are applied to reduce the capitalized costs of oil and natural gas properties unless the sale would significantly alter the relationship between capitalized costs and proved reserves, in which case a gain or loss is recognized.

Capitalized costs associated with impaired properties and capitalized costs related to properties having proved reserves, plus the estimated future development costs, and asset retirement costs under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 410 “Asset Retirement and Environmental Obligations” (FASB ASC 410), are amortized using the unit-of-production method based on proved reserves. Capitalized costs of oil and natural gas properties, net of accumulated amortization and deferred income taxes, are limited to the total of estimated future net cash flows from proved oil and natural gas reserves, discounted at ten percent, plus the cost of unevaluated properties. Under certain specific conditions, companies could elect to use subsequent prices for determining the estimated future net cash flows. The use of subsequent pricing is no longer allowed. See “New Pronouncements” below for additional detail regarding the new rules. There are many factors, including global events that may influence the production, processing, marketing and price of oil and natural gas. A reduction in the valuation of oil and natural gas properties resulting from declining prices or production could adversely impact depletion rates and capitalized cost limitations. Capitalized costs associated with properties that have not been evaluated through drilling or seismic analysis, including exploration wells in progress at September 30, 2011, are excluded from the unit-of-production amortization. Exclusions are adjusted annually based on drilling results and interpretative analysis.

Sales of oil and natural gas properties are accounted for as adjustments to the net full cost pool with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. If it is determined that the relationship is significantly altered, the corresponding gain or loss will be recognized in the statements of operations.

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Condensed Notes to Financial Statements

September 30, 2011 and December 31, 2010

(Unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Oil and Gas Properties

Costs of oil and gas properties are amortized using the units of production method. For the nine months ended September 30, 2011, the Company did not amortize any costs associated with production as the Company is currently evaluating all acquired properties through drilling or seismic analysis, including exploration wells in progress.

Ceiling test

In applying the full cost method, the Company performs an impairment test (ceiling test) at each reporting date, whereby the carrying value of property and equipment is compared to the value of its proved reserves discounted at a ten percent interest rate of future net revenues, based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties. As of September 30, 2011, no impairment has been recorded as the Company is currently evaluating all acquired properties through drilling or seismic analysis, including exploration wells in progress.

Revenue Recognition

Revenues from the sale of oil and natural gas are recognized when the product is delivered at a fixed or determinable price, title has transferred, and collectability is reasonably assured and evidenced by a contract. For oil sales, this occurs when the customer takes delivery of oil from the operators’ storage tanks.

The Company follows the “sales method” of accounting for oil and natural gas revenue, so it recognizes revenue on all natural gas or crude oil sold to purchasers, regardless of whether the sales are proportionate to its ownership in the property. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than its share of the expected remaining proved reserves.

NOTE 4 – OIL AND GAS LEASES

On April 1, 2011, the Company purchased certain oil and gas leases and related well operating equipment in Pratt County, Kansas for $260,000. Of this total, $149,000 was allocated to oil and gas leases, and the remaining $111,000 was allocated to the purchased well operating equipment. Prior to acquisition, the Company made a deposit of $52,000 on the leases and equipment. The Company paid the $208,000 balance, less certain tax allowances, on April 13, 2011. During the period ended September 30, 2011 the Company incurred $21,026 of exploration costs and $33,179 of development costs which have been capitalized to the value of oil and gas properties under ASC 932.

During the nine months ended September 30, 2011, the Company established an asset retirement obligation of $55,838 for the nine wells located in Pratt County, Kansas, which was capitalized to the value of the oil and gas property. The wells have an estimated useful life of 20 years. The accretion expense recorded for the nine months ended September 30, 2011 was $6,572.

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Condensed Notes to Financial Statements

September 30, 2011 and December 31, 2010

(Unaudited)

NOTE 4 – OIL AND GAS LEASES (CONTINUED)

On June 11, 2011, the Company purchased a 30 percent working interest on an 81.5 percent net revenue interest in an unproved oil and gas well located in Cowley County, KS. The Company paid $17,220 for the lease on 640 acres at $85 per acre. Subsequent to acquiring the interest in these wells the Company incurred an additional $119,350 of exploration costs and $106,908 of development costs on the property which have been capitalized to the value of oil and gas properties under ASC 932.

On July 7, 2011, the Company purchased a 20 percent working interest on an 69.5 percent net revenue interest in a proved and producing oil and gas well located in Cowley County, KS. The Company paid $45,000 to acquire the leases and incurred an additional $26,405 of development costs which were capitalized to the value of oil and gas properties under ASC 932..

On September 27, 2011, the Company purchased two leases and related well operating equipment located in Pratt County for $72,500. Of this total, $22,500 was allocated to oil and gas leases, and the remaining $50,000 was allocated to the purchased well operating equipment. The leases carry a 100 percent working interest of 82 percent net revenue interest.

On September 27, 2011, the Company also purchased a 30 percent interest in an 80 percent net revenue interest in three leases in Barton and Stafford Counties, Kansas for $220,800. The three leases combined contain slightly more than 564 net acres. In total there are seven active wells located in these leases. There are four oil producing wells, two disposal wells and one injection well.

NOTE 5 - RELATED PARTY PAYABLES

The Company owed $178 and $-0- to related parties as of September 30, 2011 and December 31, 2010, respectively. The liabilities are non-interest bearing, unsecured, and due upon demand.

NOTE 6 – CONVERTIBLE NOTE PAYABLE

On September 28, 2011 the Company borrowed $100,000 from an unrelated third party entity in the form of a convertible note. The note bears interest at a rate of five percent per annum, with principal and interest due in full on September 24, 2012. The note is convertible at any time, at the option of the note holder, into shares of the Company’s common stock, at ten percent below the current market price on the date of conversion. For purposes of the note, “current market price” is defined as the average of the lowest three daily closing prices per share for the five business days prior to the date of conversion.

Pursuant to this conversion feature, the Company recognized a derivative liability in the amount of $93,976 on the note date. At September 30, 2011 the derivative liability was revalued at $93,428, which led to the Company recording a gain on derivative liability in the amount of $548.

NOTE 7 – COMMON STOCK

On August 25, 2011 the Company enacted a forward stock-split of the Company’s common stock on a twenty-shares-for-one-share basis. All discussion of common stock in these financial statements has been retroactively restated so as to entail the effects of this forward stock-split.

NORTHUMBERLAND RESOURCES, INC.

(An Exploration Stage Company)

Condensed Notes to Financial Statements

September 30, 2011 and December 31, 2010

(Unaudited)

NOTE 7 – COMMON STOCK (CONTINUED)

On January 17, 2011, the Company issued 7,200,000 common shares to a related party at $0.001 per share for consulting services valued at $7,200.

On February 8, 2011 the Company issued 800,000 shares of common stock to members of the Board of Directors at $0.001 per share for services rendered valued at $800.

On March 20, 2011, the Company issued 10,909,100 shares of common stock at $0.0275 per share for $300,000 in cash.

On April 1, 2011, the Company issued 7,200,000 common shares to a related party at $0.001 per share for consulting services valued at $7,200.

On May 28, 2011, the Company issued 1,818,180 shares of common stock at $0.0275 per share for $50,000 in cash.

On June 10, 2011, the Company issued 18,181,820 shares of common stock at $0.0275 per share for $500,000 in cash.

NOTE 8 – SUBSEQUENT EVENTS

On October 3, 2011 the Company issued 2,666,666 shares of common stock to an unrelated entity for $400,000 cash, or $0.15 per share.

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no additional material subsequent events to report.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-looking statements

This quarterly report on Form 10-Q contains “forward-looking statements” relating to the registrant which represent the registrant’s current expectations or beliefs, including statements concerning registrant’s operations, performance, financial condition and growth. For this purpose, any statement contained in this quarterly report on Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant’s control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

The following discussion and analysis should be read in conjunction with the information set forth in the Company’s audited financial statements for the period ended December 31, 2010.

Overview

We are in the business of precious minerals exploration and oil and gas exploration and production. On March 31st, 2011 Northumberland (NHUR) was a successful bidder at the Evenson Oil Production Auction in Wichita, Kansas. NHUR acquired the Mason, Thompson, Keyes and Harrell leases inclusive of all production and improvements. The leases were purchased at auction from REH Oil & Gas LLC. The leases of 280 acres located in the Sawyer field in Pratt County Kansas and 120 acres located in the Wildcat field, filed in Pratt County Kansas, were purchased for Two Hundred Sixty Thousand Dollars.

On September 27, 2011 Northumberland Resources purchased at auction, two leases with the multiple acquisition of an additional 1,040 acres of productive oil and gas leases. The two leases located in Pratt County, KS consist of six wells with a 100% Working Interest of 82% Net Revenue Interest. These six wells leases are directly adjacent to our existing leases and will integrate the 6 fields and maximize efficiency and production. Included in the purchase is a gas compression station which will enhance flows from current operations. The purchase price of the Pratt County acquisition was Seventy-Two Thousand Five hundred Dollars.

On Sept. 27, 2011, Northumberland Resources also purchased a 30% interest in Lasso Energy, LLC’s 80% Net Revenue Interest in three leases in Barton and Stafford County, Kansas. The three leases combined contain slightly more than 564 net acres. In total there are seven active wells and no inactive wells in these leases. There are four oil producing wells, two disposal wells and one injection well.

Management did not renew four mineral claims, collectively named the “BARD 1-4 Property,” situated in the Paymaster Canyon area of Esmeralda County in west-central Nevada. We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.

There was no assurance that a commercially viable precious minerals deposit existed on the BARD 1-4 Property and further development was abandoned.

Plan of Operation

Our plan of operations is to further develop our recent oil and gas acquisitions in Kansas and carry out further exploration and acquisition in the oil and gas sectors. NHUR has upgraded the facilities on its acquired Mason, Thompson, Keyes and Harrell leases with the objective to improve current oil and gas production

Results of Operations

Three months Ended September 30, 2011

Revenues

We generated $43,781 in revenue during the three months ended September 30, 2011. These revenues pertain to our oil and gas properties in Pratt County, Kanas. These are the first revenues earned by the Company and therefore represent a $43,781 increase from the comparable period in 2010.

Expenses

We incurred operating expenses in the amount of $164,150 during the three months ended September 30, 2011, compared to $9,399 for the corresponding period in 2010. The 2011 operating expenses consisted primarily of $87,908 in professional fees, $16,541 in general and administrative expenses, and $52,573 in lease operating expenses.

Other Income (Expenses)

We incurred total other income (expenses) of ($93,494) during the three months ended September 30, 2011, compared to $-0- for the corresponding period in 2010. The 2011 other expenses consisted primarily of $94,042 in interest expense, derived primarily from the Company’s derivative liability related to its convertible debt.

Net Loss

We incurred a net loss from operations of $213,863 during the three months ended September 30, 2011, compared to a net loss of $9,399 during the corresponding period in 2010. The increase resulted primarily from increased professional fees, general and administrative expenses, exploration costs, and interest expense incurred during 2011.

Nine months Ended September 30, 2011

Revenues

We generated $43,781 in revenue during the nine months ended September 30, 2011. These revenues pertain to our oil and gas properties in Pratt County, Kanas. These are the first revenues earned by the Company and therefore represent a $43,781 increase from the comparable period in 2010.

Expenses

We incurred operating expenses in the amount of $338,285 during the nine months ended September 30, 2011, compared to $35,967 for the corresponding period in 2010. The 2011 operating expenses consisted primarily of $208,360 in professional fees, $44,712 in general and administrative expenses, and $72,886 in lease operating costs.

Other Income (Expenses)

We incurred total other income (expenses) of ($93,494) during the nine months ended September 30, 2011, compared to $-0- for the corresponding period in 2010. The 2011 other expenses consisted primarily of $94,042 in interest expense, derived primarily from the Company’s derivative liability related to its convertible debt.

Net Loss

We incurred a net loss from operations of $387,998 during the nine months ended September 30, 2011, compared to a net loss of $35,967 during the corresponding period in 2010. The increase resulted primarily from increased professional fees, general and administrative expenses, exploration costs, and interest expense incurred during 2011.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has financed its cash requirements from the sale of common stock. Uses of funds have included activities to establish our business, professional fees and other general and administrative expenses.

The Company’s principal sources of liquidity as of September 30, 2011 consisted of $76,560 in cash.

We believe the Company will have adequate resources to implement its strategic objectives in upcoming quarters. Due to our lack of operating history and present inability to generate revenues, however, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.

There can be no assurance that we will successfully address such risks, expenses and difficulties.

On September 27, 2011 we purchased at auction two leases with the multiple acquisition of an additional 1040 acres of productive oil and gas leases. The two leases located in Pratt County, KS consist of six wells with a 100% Working Interest of 82% Net Revenue Interest. These six wells leases are directly adjacent to our existing leases and will integrate the 6 fields and maximize efficiency and production. Included in the purchase is a gas compression station which will enhance flows from current operations. The purchase price associated with the Pratt County acquisition was Seventy-Two Thousand Five hundred Dollars.

On Sept. 27, 2011, we also purchased a 30% interest in Lasso Energy, LLC’s 80% Net Revenue Interest in three leases in Barton and Stafford County, Kansas. The three leases combined contain slightly more than 564 net acres. In total there are seven active wells and no inactive wells in these leases. There are four oil producing wells, two disposal wells and one injection well.

On September 7, 2011, the corporation filed a Certificate of Change with the Nevada Secretary of State amending the corporations Articles of Incorporation to increase the authorized shares of the corporation to 2,000,000,000 shares with a par value of $0.001. There were no other changes to the Articles as a result of this Certificate of Change.

On September 30, 2011, the registrant issued a 19 for 1 dividend of its $0.001 par value common stock in order to effectuate as 20 for 1 forward. FINRA declared the payment date of September 30 effective.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of September 30, 2011, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended. Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective.

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Internal Control Over Financial Reporting

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2011. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the fiscal year covered by this Annual Report on Form 10-K that our internal control over financial reporting has not been effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2011:

i)	Lack of segregation of duties. At this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate this situation.

ii)

Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.

iii)	Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.

Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

CHANGES IN INTERNAL CONTROLS.

There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

The Company has not taken any steps at this time to address these weaknesses but will formulate a plan before fiscal year ending December 31, 2011.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 20, 2011 the Board of Directors approved a private offering of 2,000,000 shares of its common stock, with an offering price of $0.55 per share. The proceeds from this offering shall be used for project development and operating expenses.

On March 20, 2011 the company received $300,000 from this offering and will issue 10,909,100 shares to the subscriber.

On May 28, 2011 the company received $50,000 from this offering and will issue 1,818,180 shares to the subscriber.

On June 10, 2011 the company received $500,000 from this offering and will issue 18,181,820 shares to the subscriber.

On January 17, 2011, the Company issued 7,200,000 common shares to a related party at $0.001 per share for consulting services valued at $7,200.

On February 8, 2011 the Company issued 800,000 shares of common stock to members of the Board of Directors at $0.001 per share for services rendered valued at $800.

On September 26, 2011 the company entered into a conversion debenture with an unrelated party for $100,000. The conversion price is for the average of the lowest three (3) Trading Prices for the Common Stock during the five (5) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder.

On October 4, 2011 the company received $400,000 from an unrelated party and will issue 2,666,667 post split shares at $0.15 to the subscriber.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended September 30, 2011, no matters were submitted to a vote of the Company’s security holders, through the solicitation of proxies or otherwise.

ITEM 5. OTHER INFORMATION

	(a)	Form 8K filed September 15, 2011 increase authorized.
	(b)	Form 8K filed October 3, 2011 acquisition of assets and forward split.

ITEM 6. EXHIBITS

EXHIBIT INDEX

Number

Exhibit Description

3.1

Articles of Incorporation of Northumberland Resources, Inc.*

3.2

Bylaws of Northumberland Resources, Inc.*

31.1

Certificate of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1 Certificate of Change with Nevada Secretary of State. Incorporated by reference in 8K filed 9/16/11.

99.2 Property acquisitions. Incorporated by reference in 8K filed 10/03/11.

99.3 Convertible Debenture September 26, 2011.

* Filed as an exhibit to our registration statement on Form S-1 filed March 9, 2010 and incorporated herein by this reference

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.

NORTHUMBERLAND RESOURCES, INC.

/s/ Fortunato Villamagna
Fortunato Villamagna President (Principal Executive Officer)

/s/ Peter Hewitt

Peter Hewitt

Secretary, CFO (Principal Accounting Officer)

November 23, 2011

SUPERNOVA ENERGY, INC. - FORM 10-Q/A - November 25, 2011

Attached files

SUPERNOVA ENERGY, INC. Reports