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EX-32 - CERTIFICATION ALLIED RESOURCES - ALLIED RESOURCES INCexhibit32.htm
EX-31 - CERTIFICATION ALLIED RESOURCES - ALLIED RESOURCES INCexhibit31.htm
EX-99.II - RESERVE REPORT FROM SURE ENGINEERING - ALLIED RESOURCES INCexhibit99ii.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011.

o 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: 000-31390

 

ALLLIED RESOURCES, INC.

 (Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of

incorporation or organization)

55-0608764    

 (I.R.S. Employer

  Identification No.)

 

1403 East 900 South, Salt Lake City, Utah 84105

 (Address of principal executive offices)    (Zip Code)

 

Registrant’s telephone number, including area code: (801) 582-9609

 

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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. Smaller reporting company þ

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

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by non-affiliates (3,573,011 shares) was approximately $1,518,530 based on the average closing bid and ask prices ($0.425) for the common stock on April 13, 2012.

At April 13, 2012 the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 5,653,011.

 

 

 

 

 

1


 

TABLE OF CONTENTS

PART I

Item1.  

Business

3

Item 1A.

Risk Factors

14

Item 1B.

Unresolved Staff Comments

18

Item 2. 

Properties

18

Item 3. 

Legal Proceedings

21

Item 4. 

(Removed and Reserved)

21

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

22

Item 6. 

Selected Financial Data

23

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

23

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

29

Item 8.  

Financial Statements and Supplementary Data

29

Item 9.  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

30

Item 9A.

  Controls and Procedures

30

Item 9B.

Other Information

31

PART III

Item 10.  

Directors, Executive Officers, and Corporate Governance

32

Item 11. 

Executive Compensation

36

Item 12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

38

Item 13. 

Certain Relationships and Related Transactions, and Director Independence

38

Item 14. 

Principal Accountant Fees and Services

39

PART IV

Item 15.

Exhibits, Financial Statement Schedules

40

Signatures

41

 

 

 

 

 

 

 

 

2


 

ITEM 1.          BUSINESS

 

As used herein the terms “Allied,” “we,” “our,” “us,” refer to Allied Resources, Inc., and our predecessors, unless the context indicates otherwise.

 

Corporate History

 

Allied was incorporated as “General Allied Oil and Gas Co” on April 15, 1979 in West Virginia. The company’s name was changed to “Allied Resources, Inc.” on August 12, 1998. On February 26, 2002, we incorporated a new company by the name of “Allied Resources, Inc.” in Nevada for the purpose of merging the West Virginia company with the Nevada company. The transaction resulted in the Nevada company surviving the merger as the sole remaining entity. The purpose of the transaction was to remove Allied’s domicile to a jurisdiction with tested corporate legislation and to reduce corporate maintenance costs. The merger was completed on April 5, 2002. Pursuant to the merger, shareholders of the West Virginia corporation received one share of the Nevada corporation for each share held in the West Virginia corporation.

 

Allied’s principal place of business is located at 1403 East 900 South, Salt Lake City, Utah, 84105. Our telephone number is (801) 582-9609. Our registered statutory office is located at The UPS Store 1650, 3395 South Jones Boulevard, Las Vegas, Nevada 89146.

 

Allied trades on the Over the Counter Bulletin Board under the symbol “ALOD”.

 

Allied

 

Allied is an independent oil and natural gas producer involved in the exploration, development, production and sale of oil and gas derived from properties located in Calhoun and Ritchie Counties, West Virginia, and Goliad, Edwards and Jackson Counties, Texas.

 

West Virginia Well Information

 

Allied owns varying interests in a total of 145 wells in West Virginia on several leases held by an independent operator. Some leases contain multiple wells. All the wells in which we have an interest are situated on developed acreage spread over 3,400 acres in Ritchie and Calhoun Counties. Depth of the producing intervals varies from 1,730 ft to 5,472 ft.  Allied believes that operating in West Virginia has certain advantages over other locations, including:

 

·         relatively inexpensive drilling and completion operations, and

·         the absence of poisonous gas often associated with oil and gas production.

 

Many of our wells are situated on the same leases and as such share production equipment in order to minimize lease operating costs.

 

Our working interest is defined as interest in oil and gas that includes responsibility for all drilling, developing, and operating costs varying from 18.75% to 75%. Our net revenue interest is defined as that portion of oil and gas production revenue after deduction of royalties, varying from 15.00% to 65.625%. The distribution of our interests in West Virginia oil and gas leases is detailed below:

 

 

 

3


 

West Virginia Oil and Gas Leases

Well Name(s)

% Working Interest

% Net Revenue Interest

Anderson

75

63.5742

Batson

51.5625

45.1172

Britton

75

63.28125

B. Rutherford

75

65.625

Cokely 582

75

63.5742

Cokely 633-654

75

60.9375

Conrad

75

61.5234

Deem

75

63.5742

E. Goff

75

58.8867

Jay Goff

65.625

55.3709

John Goff

60.9375

51.416

Fire Snyder

75

61.5732

GT Sommerville

75

65.625

Gus Bee

75

63.5742

Foster

70.3125

52.7344

Kennedy

75

63.5742

Law

75

63.5742

Leeson

75

65.625

Mullenix

33.984

27.12

Wellings

75

61.5234

Wellings 1A

63.9637

55.9682

Patton

75

63.5942

Riddle

75

65.625

Richards

75

63.5742

A. J. Scott

37.5

32.8125

Spurgeon

75

63.5742

Stanley 2 & 3

18.75

15.00

Stanley 583

75

63.5742

Summers 2

75

63.28125

Sutton

72.6562

55.0593

Taylor Carr

70.3125

54.9316

Toothman

75

65.625

Vincent 20 C

75

65.625

Vincent 25 C

75

65.625

Vincent 35 C

75

65.625

Vincent 41 C

75

65.625

V. Zinn

75

65.625

Baker Baughman

75

65.625

Baker Baughman 81

75

65.625

Bollinger

75

60.9375

Gill

75

65.625

Gill 3

50

43.75

Haddox

75

65.625

Mills

75

65.625

Sweet 1 & 2

75

65.625

Sweet 3

50

43.75

Watson

75

65.625

Watson 85

75

65.625

Watson 86

75

65.625

Watson 6-87

75

65.625

Wolfe

75

56.25

Browne 1

75

65.625

 

4


 

West Virginia Operator

 

Our West Virginia wells are maintained and operated by Allstate Energy Corporation (“Allstate”), a local operator, under the terms of an operating agreement. Allstate maintains an interest in each of our wells.

 

The terms of the operating agreement, as amended, grant Allstate the exclusive right to conduct operations in respect to our interests in our wells in exchange for a monthly operating fee for each well and any other costs incurred in normal operation of the wells. Title to all machinery, equipment, or other property attached to the wells under the operating agreement, as amended, belongs to each party in proportion to its interest in each well, as does any amount recovered as the result of salvaging machinery or equipment from the wells. Under the operating agreement, as amended, Allstate is permitted to make capital expenditures on the wells up to $5,000 without notifying Allied in advance of the expense. However, notice of amounts to be spent over $5,000 must be provided to us prior to expenditure for our approval if we own a majority interest in the specific well. Likewise, the abandonment of wells must be approved by the party holding a majority interest in the specific well to be abandoned. The operating agreement, as amended, further prohibits us from selecting an alternative operator of the wells unless we are prepared to purchase Allstate’s interest in each specific well at fair market value. The surrender of leases under the operating agreement, as amended, can only be accomplished in the event that both Allied and Allstate consent to such surrender. Finally, we cannot sell our interest in any of the wells unless we first offer to sell such interests to Allstate on the same terms as are proposed for a third party purchaser.

 

Allstate has established, pursuant to the operating agreement, as amended, an interest bearing escrow account, whereby it has withheld up to 25% of the net income on each of our wells up to $5,000, to be used for capital improvement of the wells or if necessary plugging. The escrow account is currently fully funded to the extent provided by the operating agreement.

 

West Virginia Acquisitions

 

Allied’s interests in our West Virginia oil and gas properties are the direct result of our relationship with Allstate. The majority of our West Virginia oil and gas interests, approximately 90 wells, were acquired as part of the Ashland Properties acquisition. Allstate prepared a bid package that was presented to Ashland Exploration, Inc., the seller of the wells, for consideration in competition with several other bidders for the properties. Allstate submitted the bid under the pretext that, should it be successful in its bid, Allied would participate in a shared interest in the acquisition. Allied’s other interests in wells outside of the Ashland Properties were the result of agreeing to a percentage interest through Allstate farm out arrangements, individual well/lease assignments, and drilling agreements spanning the time period from 1981 to 2002. We were not furnished with any engineering reports prior to purchasing interests in our oil and gas properties.

 

Texas Well Information

 

Allied owns varying interests in a total of 12 wells in Texas on four leases held by independent operators. All the wells in which we have an interest are situated on developed acreage spread over 2,510 acres in Goliad, Edwards and Jackson Counties. Depth of the producing intervals varies from 7,600 ft to 9,600 ft.

Our working interest is defined as interest in oil and gas that includes responsibility for all drilling, developing, and operating costs varying from 3.73% to 21%. Our net revenue interest is defined as that portion of oil and gas production revenue after deduction of royalties, varying from 3.9388% to 12.75%. The distribution of our interests in Texas oil and gas leases is detailed below:

 

 

 

5


 

Texas Oil and Gas Leases

Well Name

% Working Interest

% Net Revenue Interest

Operator

Harper #2

  5.4221

  3.9388

Hankey Oil Company

Holman-Fagan 24-1

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 24-2

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 41-1

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 41-2

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 42-1

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 42-2

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 43-1

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 46-1

  5.4375

  4.2323

Marshall & Winston

Holman-Fagan 46-2

  5.4375

  4.2323

Marshall & Winston

Williams #1

  3.73

  2.68

Magnum Producing, LP

Brinkoeter #4

21.00

12.75

Marquee Corporation

 

Texas Operators

 

Each of our Texas acquisitions has a different operator. A brief description of the operators is as follows:

 

·         Hankey Oil Company of Houston, Texas, was founded in 1981. Since inception they focused their efforts on the Texas Gulf Coast. Hankey utilizes a 3D geophysical workstation technology to develop their drilling prospects.

·         Magnum Producing, LP of Corpus Christi, Texas, has been operation along South Texas and the Gulf Coast since the mid-1980s. Magnum has 15 employees and operates approximately 150 wells.

·         Marquee Corporation of Houston, Texas, became involved in the oil and gas business in 1981. Marquee has 4 full-time employees operating approximately 100 wells. Zinn Petroleum Co. is the operating arm of the company.

·         Marshall & Winston, Inc. of Midland, Texas, began as a royalty company in 1928. Marshall currently operates approximately 100 wells in and around the Midland area, and has 14 employees.

 

Texas Wells

 

On May 1, 2007 Allied acquired an interest in the Harper #2 well located within the Ramon Musquiz Survey, A-29, Goliad, Texas from Spanish Moss Energy Company, LLC. The Harper #2 well is operated by Hankey Oil Company and produces oil and gas from the Wilcox formation.  

 

On August 1, 2007 Allied acquired interests in the ten properties located in Sections 24, 41, 42 and 46 of the CCSD & RGNG RR Co. Survey, Edwards County, Texas from Rischco Energy, Inc. The acquisition included an interest in the pipeline gathering system connected to five of the wells. The properties are operated by Marshall & Winston, Inc. and produces oil and gas from the Frances Hill (Penn Lower) field in the Canyon Sands formation. The Holman-Fagan 42-2 well was plugged and abandoned in January 2012 due to depletion and production of non-commercial quantities of natural gas.

 

6


 

On October 1, 2007 Allied acquired an interest in the Williams #1 well located within the John Alley Survey, A-3, Jackson County, Texas from Benchmark Oil and Gas Company. The Williams #1 well is operated by Magnum Producing, LP and produces oil and gas from the Wilcox formation.

 

On October 1, 2007 Allied acquired an interest in the Brinkoeter #4 well located within the V. Ramos Survey, A-241, Goliad County, Texas from Tyner Exploration, Inc. and Clendon B. Caire. The Brinkoeter #4 well is operated by Marquee Corporation and produces oil and gas from the Massive formation.

 

Allied’s oil and gas interests combined in West Virginia and in Texas in the aggregate currently produce on average 186 STBO and 8,429 MCFG per month. 

 

Exploration, Development and Operations

 

Allied intends to continue to purchase non-operated oil and gas producing properties, acquire oil and gas leases that it will operate and implement improved production efficiencies on existing wells. Our criteria for purchasing oil and gas producing properties is defined by short term returns on investment, long term growth in revenue, and development potential, while our criteria for acquiring oil and gas leases is predicated on a proven record of historical production and our own capacity to operate any given field. The recent increase in prices for oil has decreased the number of opportunities available to us due to our relatively limited cash position and the persistently low price paid for natural gas continues to sway us away from prospective natural gas activity. We do however continue to seek out prospective oil producing properties that meet our acquisition criteria for a price that is consistent with competing forecasts for energy prices going forward into a volatile market.

 

We are further considering future prospects for exploration of the virtually untapped Marcellus and Utica shale formations that underlie Allied’s oil and gas interests in West Virginia, particularly in Ritchie County. The Marcellus and Utica shale structures have formed under much of Pennsylvania, Ohio, New York, West Virginia and adjacent states to become a prospectively major reservoir for natural gas recovery. Drilling by other operators in Ritchie County has indicated successful rates of recovery and our own open hole well logs indicate the presence of potentially productive Marcellus shale at a depth of 6,000 feet. However, since exploration of the Marcellus and Utica shale in our area is relatively recent no natural gas reserves underlying our interests have been determined. Our future plans for exploring these shale formations are further tempered by the high risk/reward ratio of exploratory drilling in the near term based on anticipated pricing for natural gas over the next five years.

 

Competition

 

The exploration for and development and production of oil and gas is subject to intense competition.  The principal methods of competition in the industry for the acquisition of oil and gas leases are:

 

·         the payment of cash bonuses at the time of acquisition of leases,

·         delay rentals,

·         location damage supplement payments, and

·         stipulations requiring exploration and production commitments by the lessee.  

 

Companies with greater financial resources, existing staff and labor forces, equipment for exploration, and experience are in a better position than us to compete for such leases. In addition, our ability to market any oil and gas which we might produce could be severely limited by our inability to compete with larger companies operating in the same area, which may be willing or able to offer oil and gas at a lower price.

In addition, the availability of a ready market for oil and gas will depend upon numerous factors beyond our control, including:

7


 

·         the extent of domestic production and imports of oil and gas,

·         proximity and capacity of pipelines,

·         the effect of federal and state regulation of oil and gas sales, and

·         environmental restrictions on exploration and usage of oil and gas prospects that will become even more intense in the future.  

 

Competition in West Virginia

 

Allied competes against over 500 independent companies in West Virginia, many with greater financial resources and larger staffs than those available to us. Operators such as Exxon, Shell Oil, Conoco-Phillips and others considered major players in the oil and gas industry no longer operate any significant interests in West Virginia. However, West Virginia hosts approximately 40 significant independent operators including NiSource, Equitable, Energy Corporation of America, Cabot Oil and Gas, and Dominion Appalachian with over 450 smaller operations with no single producer dominating the area.

 

Competition in Texas

 

The situation in Texas is somewhat different, where Allied competes against thousands of companies. There continue to be numerous major players, including Occidental Permian, Kinder Morgan, Apache, Chevron, Conoco-Phillips, and BP America operating in Texas. While these major players do not dominate the areas in which we have interests, several of the counties do have significant producers.

 

Several significant independent gas producers operate in Edwards County, including Newfield Exploration, Dominion Oklahoma, and Range Production. Only a few oil producers operate in Edwards County. Our Edwards County operator, Marshall & Winston, Inc., is one of the largest gas and oil producers in the county.

 

Numerous significant independent oil and gas producers operate in Goliad County, including Petrohawk Operating, Chesapeake Operating, T-C Oil, Ventex Operating, Charro Operating, and KCS Resources.

 

Several significant gas producers operate in Jackson County, including Tri-C Resources, Cypress E & P, Jamex, Vintage Petroleum, and Cox & Perkins Exploration. There are several significant oil producers in Jackson County, including Vintage Petroleum, Hilcorp Energy, Sue-Ann Operating, Premier Natural Resources, and SE USA Operating.

 

We believe that our operations can successfully compete with those of independent companies in the near term by focusing our efforts on minimizing corporate expenses, efficiently developing current lease interests, acquiring producing oil and gas leases with an upside for future development, cautious exploration activities based on current interests and a transition to operations for prospective acquisitions. Otherwise, Allied is a minor actor in the oil and gas industry.

 

Marketability

The products sold by Allied, natural gas and crude oil, are commodities purchased by many distribution and retail companies. Crude oil can be easily sold whenever it is produced subject to transportation cost. The crude oil produced on our behalf is transported by truck from the collection points to the purchaser. Natural gas on the other hand can be more difficult to sell since transportation from point of production to the purchaser requires a pipeline. Most of our current gas production interests are transported by pipelines owned by the purchasers. We own an interest in the pipeline gathering system connected to five of our wells in Edwards County, Texas.

 

 

 

8


 

Allstate sells our gas production interest in West Virginia to three main purchasers, Dominion Field Services, and Equitable Resources, and Mountaineer Gas Co. The gas is sold utilizing two different forms of contracts. One, characterized as a fixed contract that determines a certain price for gas over a fixed period of time, usually 90 days and a spot price contract, which markets the production to the purchaser willing to pay the highest price for the production on a month to month basis at prices ranging from $1.75 per MCF (fixed contract price) to $4.59 per MCF during the year ended 2011. Any gas production not sold according to fixed gas purchase agreements is sold on the spot price market. Allstate has fixed contracts with Dominion Field Services.

 

Allstate sells our oil production interest to West Virginia Oil Gathering at the market price on the day of pick up. Prices for oil production ranged from $78.17 per bbl to $103.24 per bbl during the year ended December 31, 2011.

 

Our independent Texas operators (Hankey, Marquee, and Magnum) sell our oil production to certain purchasers including Gulfmark Energy (Hankey), Shell Trading Company (Magnum) and TEPCCO Crude Oil LP (Marquee) at prices determined by base or spot pricing as a percentage of the oil index price. The sale prices for Allied’s oil production interests in Texas during 2011 ranged from $75.78 per bbl to $108.10 per bbl over the period.

 

Gas and gas condensate is sold to Houston Energy Services Company LLC (Hankey), BML, Inc., and Enterprise Products Partners LP (Winston), Acock Operating Limited (Magnum) and dcpMidstream LP at prices determined by the Houston Ship Channel price or spot pricing less pipeline carrying costs and dehydration fees as applicable. The sale prices for Allied’s gas production in Texas fluctuated between $1.59 per MCF and $8.03 per MCF in 2011.

 

Governmental Regulation of Exploration and Production

 

Allied’s oil and gas exploration, production and related operations are subject to extensive rules and regulations promulgated by federal and state agencies. Operations, which sometimes occur on public lands, may be subject to regulation by, among other state and federal agencies, the Bureau of Land Management, the U.S. Army Corps of Engineers or the U.S. Forest Service. Failure to comply with such rules and regulations can result in substantial penalties. The regulatory burden on the oil and gas industry increases our cost of doing business and affects our profitability. Because such rules and regulations are frequently amended or interpreted differently by regulatory agencies, we are unable to accurately predict the future cost or impact of complying with such laws.

 

Allied’s oil and gas exploration and production operations are affected by state and federal regulation of oil and gas production, federal regulation of gas sold in interstate and intrastate commerce, state and federal regulations governing environmental quality and pollution control, state limits on allowable rates of production by a well or pro-ration unit and the amount of oil and gas available for sale, state and federal regulations governing the availability of adequate pipeline and other transportation and processing facilities, and state and federal regulation governing the marketing of competitive fuels. For example, a productive gas well may be “shut-in” because of an over-supply of gas or lack of an available gas pipeline in the areas in which we may conduct operations. State and federal regulations generally are intended to prevent waste of oil and gas, protect rights to produce oil and gas between owners in a common reservoir, control the amount of oil and gas produced by assigning allowable rates of production and control contamination of the environment. Pipelines are subject to the jurisdiction of various federal, state and local agencies.

 

 

9


 

Many state authorities require permits for drilling operations, drilling bonds and reports concerning operations, and impose other requirements relating to the exploration and production of oil and gas. Such states also have ordinances, statutes, or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and gas properties, the regulation of spacing, plugging and abandonment of such wells, and limitations establishing maximum rates of production from oil and gas wells. Although no West Virginia regulations provide such limitations with respect to our operations certain limitations are in place in Texas.

 

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

 

Allied currently operates under and holds no patents, trademarks, licenses, franchises, or concessions. Allied is not subject to any labor contracts. Each of Allied’s interests are subject to royalty payments.

 

Environmental Regulation

 

The recent trend in environmental legislation and regulation has been generally toward stricter standards, and this trend will likely continue. Allied does not presently anticipate that we will be required to expend amounts relating to our oil and gas production operations that are material in relation to our total capital expenditure program by reason of environmental laws and regulations. However, because such laws and regulations are subject to interpretation by enforcement agencies and are frequently changed by legislative bodies, Allied is unable to accurately predict the ultimate cost of such compliance for 2012.

 

Allied is subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands, and areas containing threatened and endangered plant and wildlife species, and impose substantial liabilities for unauthorized pollution resulting from our operations.

 

The following environmental laws and regulatory programs appeared to be the most significant to Allied’s operations in 2011, and are expected to continue to be significant in 2012:

 

Clean Water and Oil Pollution Regulatory Programs

 

The Federal Clean Water Act (“CWA”) regulates discharges of pollutants to surface waters. The discharge of crude oil and petroleum products to surface waters also is precluded by the Oil Pollution Act (“OPA”). Our operations are inherently subject to accidental spills and releases of crude oil and drilling fluids that may give rise to liability to governmental entities or private parties under federal, state or local environmental laws, as well as under common law. Minor spills occur from time to time during the normal course of Allied’s production operations. Our independent operators maintain spill prevention control and countermeasure plans (“SPCC plans”) for facilities that store large quantities of crude oil or petroleum products to prevent the accidental discharge of these potential pollutants to surface waters where applicable. As of December 31, 2011, we know of no investigative or remedial work required of our independent operators by governmental agencies to address potential contamination by accidental spills or discharges of crude oil or drilling fluids.

 

 

 

 

 

10


 

 

Clean Air Regulatory Programs

 

The operations of Allied’s independent operators are subject to the federal Clean Air Act (“CAA”), and state implementing regulations. Among other things, the CAA requires all major sources of hazardous air pollutants, as well as major sources of certain other criteria pollutants, to obtain operating permits, and in some cases, construction permits. The permits must contain applicable Federal and state emission limitations and standards as well as satisfy other statutory and regulatory requirements. The 1990 Amendments to the CAA also established new monitoring, reporting, and recordkeeping requirements to provide a reasonable assurance of compliance with emission limitations and standards. Allied’s independent operators obtain construction and operating permits for their compressor engines, and we are not presently aware of any potential adverse claims in this regard.

 

Waste Disposal Regulatory Programs

 

The operations of Allied’s independent operators generate and result in the transportation and disposal of large quantities of produced water and other wastes classified by EPA as “non-hazardous solid wastes”. The EPA is currently considering the adoption of stricter disposal and clean-up standards for non-hazardous solid wastes under the Resource Conservation and Recovery Act (“RCRA”). In some instances, EPA has already required the cleanup of certain non-hazardous solid waste reclamation and disposal sites under standards similar to those typically found only for hazardous waste disposal sites. It also is possible that wastes that are currently classified as “non-hazardous” by EPA, including some wastes generated during our drilling and production operations, may in the future be reclassified as “hazardous wastes”. Since hazardous wastes require much more rigorous and costly treatment, storage, transportation and disposal requirements, such changes in the interpretation and enforcement of the current waste disposal regulations would result in significant increases in waste disposal expenditures incurred by Allied.

 

The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”)

 

CERCLA, also known as the “Superfund” law, imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to have caused or contributed to the release or threatened release of a “hazardous substance” into the environment. Persons include the current or past owner or operator of the disposal site or sites where the release occurred and companies that transported disposed or arranged for the disposal of the hazardous substances under CERCLA. Persons so defined may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources. Allied is not presently aware of any potential adverse claims in this regard.

 

West Virginia Division of Environmental Protection Office of Oil and Gas

 

The State of West Virginia has promulgated certain legislative rules pertaining to exploration, development and production of oil and gas that are administered by the West Virginia Division of Environmental Protection Office of Oil and Gas. The rules govern permitting for new drilling, inspection of wells, fiscal responsibility of operators, bonding wells, the disposal of solid waste, water discharge, spill prevention, liquid injection, waste disposal wells, schedules that determine the procedures for plugging and abandonment of wells, reclamation, annual reports and compliance with state and federal environmental protection laws. Allied believes that all wells in which we have an interest are operated by Allstate in a manner that is in compliance with these rules.

 

 

 

 

11


 

 

The Railroad Commission of Texas, Oil and Gas Division

 

The Railroad Commission of Texas, through its Oil and Gas Division, works to prevent the waste of oil, gas, and geothermal resources and to prevent the pollution of fresh water from oil and gas operations. The division issues drilling permits and reviews and approves oil and gas well completions. It also regulates underground injection of fluids in oil field operations, a program approved by the U.S. Environmental Protection Agency under the Federal Safe Drinking Water Act. The division further oversees well plugging operations, site remediation, underground hydrocarbon storage, and hazardous waste management. Allied believes that all wells in which we have an interest are operated in a manner that is in compliance the division.

 

Health and Safety Regulatory Programs

 

The operations of Allied’s independent operators are subject to regulations promulgated by the Occupational Safety and Health Administration (“OSHA”) regarding worker and work place safety. We have been assured that our independent operators currently provide health and safety training and equipment to their employees and have adopted corporate policies and procedures to comply with OSHA’s workplace safety standards.

 

Climate Change Legislation and Greenhouse Gas Regulation

 

Many studies over the past couple decades have indicated that emissions of certain gases contribute to warming of the Earth’s atmosphere. In response to these studies, many nations have agreed to limit emissions of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on Climate Change, and the “Kyoto Protocol.” Although the United States elected not to participate in the Kyoto Protocol, several states have adopted legislation and regulations to reduce emissions of greenhouse gases. Restrictions on emissions of methane or carbon dioxide that may be imposed in various nations and states could adversely affect our operations and demand for our products.

 

The United States Supreme Court has ruled, in Massachusetts, et al. v. EPA, that the EPA abused its discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile sources. As a result of the Supreme Court decision the EPA issued a finding that serves as the foundation under the Clean Air Act to issue other rules that would result in federal greenhouse gas regulations and emissions limits under the Clean Air Act, even without Congressional action. As part of this array of new regulations the EPA also issued a GHG monitoring and reporting rule that requires certain parties, including participants in the oil and natural gas industry, to monitor and report their GHG emissions, including methane and carbon dioxide, to the EPA. These regulations may apply to our operations. The EPA has proposed two other rules that would regulate GHGs, one of which would regulate GHGs from stationary sources, and may affect sources in the oil and natural gas exploration and production industry and the pipeline industry. The EPA’s finding, the greenhouse gas reporting rule, and the proposed rules to regulate the emissions of greenhouse gases would result in federal regulation of carbon dioxide emissions and other greenhouse gases, and may affect the outcome of other climate change lawsuits pending in United States federal courts in a manner unfavorable to our industry.


Acts of Congress, particularly such as the “American Clean Energy and Security Act of 2009,” also known as the “Waxman-Markey cap-and-trade legislation,” approved by the United States House of Representatives on June 26, 2009, as well as the decisions of lower courts, large numbers of states, and foreign governments which affect climate change regulation could have a material adverse effect on our business, financial condition, and results of operations.

 

 

12


 

Exploration Activities

 

Allied spent no amounts on exploration activities during either of the last two fiscal years.

 

Employees

 

Allied has engaged its chief executive officer, Ruairidh Campbell, and one other support person, on a part time basis. Mr. Campbell spends approximately 20 hours a week providing services to Allied. Our independent operators are responsible for conducting oil and gas operations tied to our interests. Management uses oil and gas consultants, attorneys, and accountants as necessary and does not plan to engage any full-time employees in the near future.

 

Reports to Security Holders

 

Allied’s annual report contains audited financial statements. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file all of our required reports and other information with the Securities and Exchange Commission (the “Commission”). The public may read and copy any materials that are filed by Allied with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at http://www.sec.gov.

 

ITEM 1A.       RISK FACTORS

 

Allied’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our securities.

 

Risks Related to Allied’s Business

 

We have a history of significant operating losses and realized a loss in the current period.

 

Since our inception in 1979, our expenses have often exceeded our income, resulting in losses and an accumulated deficit of $7,204,771 at December 31, 2011. Over the twelve month period ended December 31, 2011 we recorded a net loss of $1,047,533 from operations of which $906,000 was related to a deferred tax provision and expect to continue to realize net losses due to depressed natural gas prices, the constant depletion oil and gas resources, extraordinary production expenses and the vagaries of price volatility.  Future profitability will depend on our ability to increase production through exploration, development or acquisition. Allied’s success in returning to profitability can in no way be assured.

 

 

 

 

 

 

13


 

Oil and natural gas prices are volatile. Any substantial decrease in prices would adversely affect our financial results.

 

Allied’s future financial condition, results of operations and the carrying value of our oil and natural gas properties depend primarily upon the prices we receive for oil and natural gas production. Oil and natural gas prices historically have been volatile and are likely to continue to be volatile in the future. Allied’s cash flow from operations is highly dependent on the prices we receive for oil and natural gas. This price volatility also affects the amount of Allied’s cash flow available for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:

 

·         the level of consumer demand for oil and natural gas;

 

·         the domestic and foreign supply of oil and natural gas;

 

·         the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;

 

·         the price of foreign oil and natural gas;

 

·         domestic governmental regulations and taxes;

 

·         the price and availability of alternative fuel sources;

 

·         weather conditions;

 

·         market uncertainty;

 

·         political conditions or hostilities in energy producing regions, including the Middle East; and

 

·         worldwide economic conditions.

 

These factors and the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would not only reduce revenue, but could reduce the amount of oil and natural gas that Allied can produce economically and, as a result, could have a material adverse effect on our financial condition, results of operations and reserves. Should the oil and natural gas industry experience significant price declines, Allied may, among other things, be unable to meet our financial obligations or make planned expenditures.

 

Allied’s future performance depends on its ability to find or acquire additional oil or natural gas reserves.

 

Unless Allied successfully replaces the reserves that it produces, defined reserves will decline, resulting in a decrease in oil and natural gas production, that will produce lower revenues, in turn decreasing cash flows from operations. Allied has historically obtained the majority of its reserves through acquisition. The business of exploring for, developing or acquiring reserves is capital intensive. Allied may not be able to obtain the necessary capital to acquire additional oil or natural gas reserves if cash flows from operations are reduced, and access to external sources of capital is unavailable. Should Allied not make significant capital expenditures to increase reserves it will not be able to maintain current production rates and expenses will overtake revenue.

 

 

 

 

 

 

 

 

14


 

Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in increased operating costs and reduced demand for the oil and natural gas that we produce.

 

On December 15, 2009, the U.S. Environmental Protection Agency (“EPA”) officially published its findings that emissions of carbon dioxide, methane and other “greenhouse gases” present an endangerment to human health and the environment because emissions of such gases are contributing to warming of the Earth’s atmosphere and other climatic changes. These findings by the EPA allow the agency to proceed with the adoption and implementation of regulations that would restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act. In late September 2009, the EPA had proposed two sets of regulations in anticipation of finalizing its findings that would require a reduction in emissions of greenhouse gases from motor vehicles and that could also lead to the imposition of greenhouse gas emission limitations in Clean Air Act permits for certain stationary sources. In addition, on September 22, 2009, the EPA issued a final rule requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United States beginning in 2011 for emissions occurring in 2010. The adoption and implementation of any regulations over greenhouse gases could require us to incur costs to reduce emissions of greenhouse gases associated with our operations or could adversely affect demand for the oil and natural gas that we produce.

 

On June 26, 2009, the U.S. House of Representatives passed the “American Clean Energy and Security Act of 2009,” or “ACESA,” which would establish an economy-wide cap-and-trade program to reduce U.S. emissions of greenhouse gases including carbon dioxide and methane. ACESA would require a 17% reduction in greenhouse gas emissions from 2005 levels by 2020 and just over an 80% reduction of such emissions by 2050. Under this legislation, the EPA would issue a capped and steadily declining number of tradable emissions allowances to certain major sources of greenhouse gas emissions so that such sources could continue to emit greenhouse gases into the atmosphere. These allowances would be expected to escalate significantly in cost over time. The net effect of ACESA will be to impose increasing costs on the combustion of carbon-based fuels such as oil, refined petroleum products, and natural gas. The U.S. Senate has begun work on its own legislation for restricting domestic greenhouse gas emissions and the President Obama Administration has indicated its support of legislation to reduce greenhouse gas emissions through an emission allowance system. Although it is not possible at this time to predict when the Senate may act on climate change legislation or how any bill passed by the Senate would be reconciled with ACESA, any future federal laws or implementing regulations that may be adopted to address greenhouse gas emissions could adversely affect demand for the oil and natural gas that we produce.

 

The results of our operations are wholly dependent on the production and maintenance efforts of independent operators.

 

The operation and maintenance of our oil and natural gas operations is wholly dependent on independent local operators. While the services provided by operators of our properties in the past have proven adequate for the successful operation of our oil and natural gas wells, the fact that we are dependent on operations of third parties to produce revenue from our assets could restrict our ability to continue generating a net profit on operations.

 

 

 

 

 

 

 

 

 

15


 

Risks Related to Allied’s Stock

 

The market for our stock is limited and our stock price may be volatile.

 

The market for our common stock is limited due to low trading volumes and the small number of brokerage firms acting as market makers. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day. Due to these limitations there is volatility in the market price and tradability of our stock, which may cause our shareholders difficulty in selling their shares in the market place.

 

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.

 

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly.

 

Our internal controls over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our shareholders could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

 

Allied has not paid dividends to the shareholders of its common stock.

 

Allied has not paid any dividends to the shareholders of its common stock and has no intention of paying dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital requirements, and general business conditions. 

 

Allied may require additional capital funding.

 

Allied may require additional funds, either through additional equity offerings or debt placements, in order to expand our operations.  Such additional capital may result in dilution to our current shareholders. Further, our ability to meet short-term and long-term financial commitments will depend on future cash. There can be no assurance that future income will generate sufficient funds to enable us to meet our financial commitments.

 

 

 

 

16


 

If the market price of our common stock declines as the selling security holders sell their stock, selling security holders or others may be encouraged to engage in short selling, depressing the market price.

 

The significant downward pressure on the price of the common stock as the selling security holders sell material amounts of common stock could encourage short sales by the selling security holders or others. Short selling is the selling of a security that the seller does not own, or any sale that is completed by the delivery of a security borrowed by the seller. Short sellers assume that they will be able to buy the stock at a lower amount than the price at which they sold it short. Significant short selling of a company’s stock creates an incentive for market participants to reduce the value of that company’s common stock. If a significant market for short selling our common stock develops, the market price of our common stock could be significantly depressed.

 

Allied’s shareholders may face significant restrictions on their stock.

 

Allied’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act as follows:

 

3a51-1       which defines penny stock as, generally speaking, those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;

15g-1         which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2         which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3         which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4         which explains that compensation of broker/dealers must be disclosed;

15g-5         which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6         which outlines that broker/dealers must send out monthly account statements; and

15g-9         which defines sales practice requirements.         

      

Since Allied’s securities constitute a “penny stock” within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

 

 

 

 

 

 

 

 

 

 

17


 

Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:

 

  • control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
  • manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
  • “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
  • excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
  • the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 

ITEM 1B.        UNRESOLVED STAFF COMMENTS

 

None.

ITEM 2.          PROPERTIES

 

Ritchie and Calhoun Counties, West Virginia

 

Allied currently realizes production in West Virginia from a total of 145 oil and gas wells with working interests ranging from 18.75% to 75%, producing a combination of varying amounts of oil and gas.

 

Goliad, Edwards and Jackson Counties, Texas

 

Allied currently realizes production in Texas from a total of 12 oil and gas wells with working interests ranging from 3.73% to 21% and net revenue interests varying from 2.68% to 12.75%, after deduction of royalties, in a total of 13 wells on four leases.

 

           

Annual Oil and Gas Production – West Virginia &Texas

 

2011

2010

2009

Natural Gas

  101,147 MCF  

103,920 MCF  

101,360 MCF

Oil

         2,229 STB

2,435 STB

1,714 STB

Average production costs (VW)*

     $2.46 /MCFE

$2.84 / MCFE

$3.70 / MCFE

Average production costs (TX)*

     $2.55 /MCFE

$2.07 / MCFE

$1.83 / MCFE

           

* includes lifting costs, maintenance costs, and severance taxes

 

Productive Wells and Acreage

 

Ritchie and Calhoun Counties, West Virginia

 

Allied owns 145 gross wells and 101 net wells in West Virginia as of December 31, 2010. The wells are located on 3,400 gross acres and approximately 2,377 net acres. Allied has no plans at this time to purchase or drill additional wells in West Virginia.

 

 

 

 

 

 

18


 

Goliad, Edwards and Jackson Counties, Texas

 

Allied owns 12 gross wells and 0.83 net wells in Texas as of December 31, 2011. The wells are located on 2,510 gross acres and approximately 206.45 net acres. Allied has no plans at this time to purchase or drill additional wells in Texas.

Drilling Activity

 

Allied has drilled no productive or dry exploratory or developmental wells in the last three fiscal years.

 

Present Activities

 

Allied is not in the process of drilling wells, installing waterfloods, performing pressure maintenance operations, or performing any other related operations of material importance as of the date of this current report on 10-K.

Delivery Commitments

 

Allied is not obligated to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements though its independent operators do have agreements for the delivery of fixed and determinable quantities of natural gas products.

 

Undeveloped Acreage

 

All acreage on which Allied maintains an interest in oil and gas wells is to be considered developed acreage.

 

Undeveloped acreage is considered to be those lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether or not such acreage contains proved reserves. Undeveloped acreage should not be confused with undrilled acreage held by production under the terms of a lease.

 

Oil and Gas Reserves

 

Oil and gas reserves for our properties have been evaluated as of December 31, 2011 and 2010 by Sure Engineering LLC.

 

Sure Engineering LLC. was founded in 1997 by Dr. Nafi Onat to provide a variety of engineering services to the oil and gas industry including the design of well completions and optimizations, the preparation of reserve evaluations, secondary recovery plans, well testing and interpretation. Dr. Onat obtained a Bachelor of Science and Master of Science Degrees in Petroleum Engineering from the Middle East Technical University in Ankara, Turkey and a Doctorate (PhD) in Petroleum Engineering from the Colorado School of Mines in Golden, Colorado. Since obtaining his PhD, Dr. Onat has worked within the oil and gas industry for over thirty years.

 

Dr. H. I. Bilgesu, who works as a consulting engineer for Sure Engineering, LLC has over 16 year experience in oil and gas property evaluation.  Dr. Bilgesu obtained a B.Sc. in Petroleum Engineering from Middle East Technical University, a M.Sc. in Chemical and Petroleum Engineering from Colorado School of Mines and a Ph.D. in Petroleum Engineering from Pennsylvania State University.  Dr. Bilgesu is a Registered Professional Engineer in the State of Colorado. 

 

 

 

 

19


 

All information provided by Allied to Sure Engineering LLC for the purpose of preparing its reserve evaluation was received from those independent operators responsible for managing Allied’s oil and gas interests. Information received was first reviewed by management for reasonableness and accuracy, to the extent that such review was practicable having been obtained from third parties, to ensure that such information might be relied upon by Dr. Onat in compiling his reserve calculations.

 

Reserve calculations by independent petroleum engineers involve the estimation of future net recoverable reserves of oil and gas and the timing and amount of future net revenues to be received therefrom. Those estimates are based on numerous factors, many of which are variable and uncertain.  Reserve estimators are required to make numerous judgments based upon professional training, experience, and educational background.  The extent and significance of the judgments in them are sufficient to render reserve estimates inherently imprecise.  Since reserve determinations involve estimates of future events, actual production, revenues and operating expenses may not occur as estimated.  Accordingly, it is common for the actual production and revenues later received to vary from earlier estimates.  Estimates made in the first few years of production from a property are generally not as reliable as later estimates based on a longer production history.  Reserve estimates based upon volumetric analysis are inherently less reliable than those based on lengthy production history.  Also, potentially productive gas wells may not generate revenue immediately due to lack of pipeline connections and potential development wells may have to be abandoned due to unsuccessful completion techniques.  Hence, reserve estimates may vary from year to year.

 

Oil and gas reserves show a slight decrease as of December 31, 2011 of 154 bbl and 84,549 mcf over that reported as of December 31, 2010. The reason for the decrease can be attributed primarily to the depletion of aging wells.

 

The following table set forth the estimated proved developed oil and gas reserves and proved undeveloped oil and gas reserves of our properties for the years ended December 31, 2011 and 2010.

 

Reserve Quantity Information (Unaudited)

 

The estimated quantities of proved oil and gas reserves disclosed in the table below are based on appraisal of the proved developed properties by Sure Engineering, LLC. Such estimates are inherently imprecise and may be subject to substantial revisions. All quantities shown in the table are proved developed reserves and are located within the United States.

 

 

            Proved Developed Reserves

 

 

Years Ended December 31,

 

2011

2010

 

Oil (bbls)

Gas (mcf)

Oil (bbls)

Gas (mcf)

Proved developed and undeveloped reserves:

 

 

 

 

Beginning of year

24,085 

913,728 

24,279

955,158

Revision in previous estimates

2,075 

16,598 

2,241

62,490

Discoveries and extension

-

-

-

-

Purchase in place

-

-

-

-

Production

(2,229)

(101,147)

(2,345)

(103,920)

Sales in place

_____-            

______-           

             -

             -

 

 

 

 

 

End of year

23,931 

829,179 

24,085

913,728

 

* all of Allied’s reserves are proved developed reserves.

20


 

Oil and Gas Titles

 

As is customary in the oil and gas industry, we perform only a perfunctory title examination at the time of acquisition of undeveloped properties.  Prior to the commencement of drilling, in most cases, and in any event where we are the operator, a title examination is conducted and significant defects remedied before proceeding with operations.  We believe that the title to our properties is generally acceptable to a reasonably prudent operator in the oil and gas industry.  The properties owned by us are subject to royalty, overriding royalty, and other interests customary in the industry, liens incidental to operating agreements, current taxes and other burdens, minor encumbrances, easements, and restrictions.  We do not believe that any of these burdens materially detract from the value of the properties or will materially interfere with their use in the operation of our business.

 

Office Facilities

 

Allied maintains office space owned by Ruairidh Campbell, Allied’s chief executive officer, for which Allied pays $1,000 per month on a month to month basis. This address is 1403 East 900 South, Salt Lake City, Utah 84105 and the phone number is (801) 582-9609. Allied believes that its current office space will be adequate for the foreseeable future.

 

ITEM 3.          LEGAL PROCEEDINGS

 

Allied is currently not a party to any legal proceedings.

 

ITEM 4.          (REMOVED AND RESERVED)

 

Removed and reserved.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21


 

PART II

 

ITEM 5.          MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Allied’s common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the Financial Industry Regulatory Authority, under the symbol “ALOD.” Trading in the common stock over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. These prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The high and low bid prices for the common stock for each quarter of the years ended December 31, 2011 and 2010 are as follows:

Trading Market

Year

Quarter Ending

High

Low

2011

December 31

$0.45

$0.35

 

September 30

$0.55

$0.41

 

June 30

$0.41

$0.41

 

March 31

$0.65

$0.41

2010

December 31

$0.55

$0.35

 

September 30

$0.35

$0.30

 

June 30

$0.50

$0.30

 

March 31

$0.41

$0.27

 

Capital Stock

 

The following is a summary of the material terms of Allied’s capital stock. This summary is subject to and qualified by our articles of incorporation and bylaws.

 

Common Stock

 

As of April 13, 2012, there were 108 shareholders of record holding a total of 5,653,011 shares of fully paid and non-assessable common stock of the 50,000,000 shares of common stock, par value $0.001, authorized. The board of directors believes that the number of beneficial owners is substantially greater than the number of record holders because a portion of our outstanding common stock is held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

 

Warrants

 

As of April 13, 2012, Allied had no outstanding warrants to purchase shares of our common stock.

 

 

 

 

 

 

 

22


 

Dividends

 

Allied has not declared any cash dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the board of directors and will depend on Allied’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Allied’s ability to pay dividends on its common stock other than those generally imposed by applicable state law.

 

Stock Options

 

Allied has granted 600,000 options to purchase shares of our common stock at an exercise price of $0.35 per share pursuant to The Allied Resources, Inc. 2008 Stock Option Plan. Options outstanding vest over five years from the date of grant and may be exercised within ten years. Allied had vested 420,000 options to purchase shares of our common stock at year end December 31, 2011.

 

Transfer Agent and Registrar

 

Our transfer agent is Standard Registrar & Transfer located at 12528 South 1840 East Draper, Utah, 84020; their telephone number is (801) 571-8844.

 

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

 

None.

 

 

None.

 

ITEM  6.         SELECTED FINANCIAL DATA

 

Not required.

 

ITEM  7.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31.

 

 

 

 

 

 

 

23


 

Discussion and Analysis

 

Allied intends to utilize available cash to acquire additional oil and gas producing properties and to implement improved production practices on existing wells to increase production and expand reserves where practicable. Allied believes that it can achieve production growth while expanding reserves through improved exploitation of its existing inventory of wells by disposing of non-productive wells and enhancing producing wells. An evaluation for this objective of our existing portfolio of oil and gas properties is constantly under consideration. Allied also intends to continue to expand non-operated and explore opportunities for operated acquisitions of additional oil or gas producing properties.

 

Recovery from producing wells is consistently evaluated to consider cost-efficient work-over methods designed to improve the performance of the wells. When considering the drilling of new wells, we conduct a geological review of the prospective area, in cooperation with our independent operator, to determine the potential for oil and gas. Our own consultants then review available geophysical data (generally seismic and gravity data) opine as to the prospect for success. In the event that our evaluation of available geophysical data indicates that the target has significant accumulations of oil and gas, we then consider the economic feasibility of drilling. The presence of oil and gas for any specific target cannot guarantee economic recovery. Production depends on many factors including drilling and completion costs, the distance to pipelines and pipeline pressure, current energy prices, accessibility to the site, and whether the project is developmental or solely a wildcat prospect.

 

Allied’s business development strategy is prone to significant risks and uncertainties certain of which can have an immediate impact on its efforts to realize positive net cash flow and deter future prospects of production growth. Historically Allied has not been able to generate sufficient cash flow from operations to sustain operations and fund necessary exploration or development costs. Therefore, there can be no assurance that the wells currently producing will provide sufficient cash flows to continue to sustain operations. Should Allied be unable to continue to generate sufficient cash flow from existing properties, it may have to sell certain properties or interests in such properties or seek financing through alternative sources such as the sale of its common stock.

 

Allied’s financial condition, results of operations and the carrying value of its oil and natural gas properties depends primarily upon the prices it receives for oil and natural gas production and the quantity of that production. Oil and natural gas prices historically have been volatile and are likely to continue to be volatile in the future. This price volatility can immediately affect Allied’s available cash flow which can in turn impact the availability of net cash flow for future capital expenditures. A drop in oil and natural gas prices could also incur a write down of the carrying value of our properties as can a decrease in production. Allied’s future success will depend on the level of oil and natural gas prices and the quantity of its production. Since production leads to the depletion of oil and gas reserves, Allied’s ability to develop or acquire additional economically recoverable oil and gas reserves is vital to its future success. Unless Allied can obtain additional reserves, current production will continue to decline, which will lead to further reductions in revenue.

 

Results of Operations

 

During the period from January 1, 2011 through December 31, 2011, Allied was engaged in evaluating acquisition opportunities, examining the operating efficiencies of existing wells, overseeing the operation of its oil and gas assets by independent operators and seeking to acquire oil and gas producing assets. The operation and maintenance of Allied’s oil and gas operations is wholly dependent on the services provided by five different independent operators. While the services provided by these operators have proven adequate, the fact that Allied is dependent on the operations of third parties to maintain its operations and produce revenue does negatively impact its own ability to realize a net profit.

24


 

For the fiscal year ended December 31, 2011 Allied realized a net loss. Allied believes that the immediate key to its ability to return to profitability is that oil prices continue to rise and that gas prices recover from a steep decline. Meanwhile, general and administrative and production expenses are constantly evaluated to guard against increases while we continue to seek out revenue producing acquisitions. Should we be able to procure additional revenue producing oil properties and gas prices rise, Allied believes that it can return to operating with a net profit in future periods.

 

Twelve Months Ended December 31

 

2011

 

2010

 

Change

 

% Change

 

 

 

 

 

 

 

 

 

Average Daily Production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (bbls/day)

 

6  

 

 7

 

(1)

 

-14%

Natural gas (mcf/day)

 

277  

 

 285

 

(8)

 

-3%

Barrels of oil equivalent (boe/day)

 

             52

 

 55

 

(2)

 

-4%

 

 

 

 

 

 

 

 

 

Profitability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Petroleum and natural gas revenue

$

    562,285

$

668,992

$

(106,707)

 

-16%

 

 

 

 

 

 

 

 

 

Net Revenue

 

562,285  

 

 668,992

 

(106,707)

 

-16%

 

 

 

 

 

 

 

 

 

Production and operating costs

 

368,856

 

422,435

 

(53,579)

 

-13%

 

 

 

 

 

 

 

 

 

Field netback

 

193,429  

 

 246,557

 

(53,128)

 

-22%

 

 

 

 

 

 

 

 

 

G&A

 

235,883

 

235,169

 

714

 

0%

 

 

 

 

 

 

 

 

 

Net cash flow from operations

 

(42,454)  

 

 11,388

 

(53,842)

 

-473%

 

 

 

 

 

 

 

 

 

Depletion, depreciation and other charges

 

105,403

 

112,667

 

(7,264)

 

-6%

Future income taxes

 

 -  

 

 -  

 

 -  

 

0%

 

 

 

 

 

 

 

 

 

Net earnings from operations

$

 (147,857)

$

 (101,279)

$

 (46,578)

 

46%

 

 

 

 

 

 

 

 

 

Profitability per boe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas revenue (average selling price)

 

29.53

 

 33.63

 

(4.10)

 

-12%

Production and operating costs

 

19.37  

 

 21.24

 

(1.86)

 

-9%

 

 

 

 

 

 

 

 

 

Field netback ($/boe)

$

10.16  

$

 12.39

$

(2.24)

 

-18%

 

 

 

 

 

 

 

 

 

Net earnings ($/boe)

$

(7.77)

$

 (5.09)

$

(2.67)

 

53%

 

 

 

 

 

 

 

 

 

Cash flow from operations ($/boe)

$

(2.23)  

$

0 .57

$

(2.80)

 

-489%

 

 

 

 

25


 

Gross Revenue

 

Gross revenue for the year ended December 31, 2011 decreased to $562,285 from $668,992 for the year ended December 31, 2010, a decrease of 16%. The decrease in gross revenue in the current period can be attributed to lower production quantities and the steep decline in natural gas prices over the period offset by the increase in oil prices.

 

Gross daily production of oil for the year ended December 31, 2011 decreased to 6 bbls from 7 bbls for the year ended December 31, 2010, a decrease of 14%. Gross daily production of gas for the year ended December 31, 2011 decreased to 277 MCF from 285 MCF for the year ended December 31, 2010, a decrease of 3%. Average oil and natural gas prices realized decreased on a daily basis to $29.53 per BOE over the year ended December 31, 2011 from $33.63 per BOE on a daily basis over the year ended December 31, 2010, a decrease of 12%.

 

Allied anticipates, based on existing properties, that gross revenue will continue to decline as production declines and that the prices paid for energy continue to fluctuate.

 

Net Loss

 

Net loss after provision for income taxes for the year ended December 31, 2011 was $1,047,533 as compared to net losses after provision for income taxes of $64,374 for the year ended December 31, 2010. The increase in net loss in the current period can be primarily attributed to the creation of a valuation allowance for deferred tax asset and the resulting non-cash provision for income taxes in the amount of $906,000 and the decline in revenues. Allied expects to continue to realize losses until such time it can increase revenues both through the procurement of additional oil producing properties and a rise in gas prices.  

 

Operating Expenses

 

Production costs for the year ended December 31, 2011 and December 31, 2010 were $368,856 and $422,435, a decrease of 13%. Production costs include the cost of maintaining the wells, severance taxes, miscellaneous expenses for soap, solvent, gasoline or electricity and expenses such as those incurred in swabbing, dozer work or rig time. The decrease in production costs over the current period can be attributed to the decrease in production associated with existing wells. Allied expects that production costs will continue to decrease as production continues to decline.

 

General and administrative expenses for the year ended December 31, 2011 increased to $235,883 from $235,169 for the year ended December 31, 2010. General and administrative expenses over the comparable periods remained consistent. Allied anticipates that general and administrative expenses will remain relatively consistent over future periods.

 

Depletion expenses for the year ended December 31, 2011 and December 31, 2010 were $105,403 and $112,667 respectively. Depletion expenses will continue to decline in relation to the aging of existing oil and gas assets.

 

 

 

 

 

 

 

26


 

Income Tax Expense

 

As of December 31, 2011 Allied has a net operating loss (NOL) carry forwards of approximately $2,219,000. Should substantial changes in our ownership occur there would be an annual limitation of the amount of NOL carry forward which could be utilized. The ultimate realization of these carry forwards is due, in part, on the tax law in effect at the time and future events, which cannot be determined. During the year ended December 31, 2011 a valuation allowance was recorded against this net operating loss carried forward.

 

Impact of Inflation

 

Allied believes that inflation has had an effect on operations over the past three years in connection with production costs. Allied believes that it can offset inflationary increases in production costs by increasing revenue and improving operating efficiencies.

 

Liquidity and Capital Resources

 

Allied has a working capital surplus of $1,349,331 as of December 31, 2011 and has funded its cash needs since inception with revenues generated from operations, debt instruments and private equity placements. Existing working capital and anticipated cash flow are expected to be sufficient to fund operations.

 

Total current assets as of December 31, 2011 were $1,368,557 which consisted of $1,295,901 in cash and $72,656 in accounts receivable. Total assets were $2,874,002 which consisted of current assets, proven oil and gas properties and an escrow deposit. Total current liabilities were $19,226 which consisted of accounts payable. Total liabilities were $214,608 which consisted of current liabilities, and an asset retirement obligation of $195,382. Total stockholders’ equity as of December 31, 2011 was $2,659,394.

 

Cash flow used in operations for the year ended December 31, 2011 was $15,101 as compared to cash flow provided by operation of $133,237 for the year ended December 31, 2010. The transition to cash flow used in operations in the current period can be primarily attributed to the net loss.  Allied expects a transition back to cash flow provided by operations in future periods with a decrease in net loss.

 

Cash flow used in investing activities for the years ended December 31, 2011 and December 31, 2010 was $0. Allied expects to use cash flow in investing activities over future periods as the it evaluates existing wells, identifies exploration opportunities and considers additional acquisitions.

 

Cash flow from financing activities for the years ended December 31, 2011 and December 31, 2010 was $0. Allied does not expect to realize cash flow from financing activities in the near term.

 

Since earnings are reinvested in operations, cash dividends are not expected to be paid in the foreseeable future.

 

Allied has no lines of credit or other bank financing arrangements.

 

Commitments for future capital expenditures were not material at year-end.

 

Allied has adopted a stock option plan pursuant to which it can grant up to 750,000 options to purchase shares of its common stock to employees, directors, officers, consultants or advisors of Allied on the terms and conditions set forth therein. As of December 31, 2011, 600,000 options have been granted of which 420,000 have vested.

 

27


 

Allied has entered into an agreement with its chief executive officer that provides for a five year term, effective July 1, 2008, that includes a monthly fee and participation in Allied’s stock option plan.

 

Allied has no current plans for the purchase or sale of any plant or equipment.

 

Allied has no current plans to make any changes in the number of employees.

 

Off Balance Sheet Arrangements

 

As of December 31, 2011, Allied has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

 

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

 

The statements contained in the section titled Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this current report, with the exception of historical facts, are forward looking statements. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

 

·         our anticipated financial performance and business plan;

·         uncertainties related to production volumes of oil and gas;

·         the sufficiency of existing capital resources;

·         uncertainties related to future oil and gas prices;

·         our ability to raise additional capital to fund cash requirements for future operations;

·         uncertainties related the quantity of our reserves of oil and gas

·         the volatility of the stock market and;

·         general economic conditions.

 

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than as required by law.
 

Stock-Based Compensation
 

We have adopted Accounting Standards Codification Topic (“ASC”) 718, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.

 

 

 

28


 

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

 

Critical Accounting Policies and Estimates

 

Accounting for Oil and Gas Property Costs. As more fully discussed in Note 1 to the Financial Statements, Allied (i) follows the successful efforts method of accounting for the costs of its oil and gas properties, (ii) amortizes such costs using the units of production method and (iii) evaluates its proven properties for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. Adverse changes in conditions (primarily gas price declines) could result in permanent write-downs in the carrying value of oil and gas properties as well as non-cash charges to operations that would not affect cash flows.

 

Estimates of Proved Oil and Gas Reserves. An independent petroleum engineer annually estimates Allied’s proven reserves. Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof. In addition, subsequent physical and economic factors such as the results of drilling, testing, production and product prices may justify revision of such estimates. Therefore, actual quantities, production timing, and the value of reserves may differ substantially from estimates. A reduction in proved reserves would result in an increase in depreciation, depletion and amortization expense.

 

Estimates of Asset Retirement Obligations. In accordance with ASC 410-20, Allied makes estimates of future costs and the timing thereof in connection with recording its future obligations to plug and abandon wells. Estimated abandonment dates will be revised in the future based on changes to related economic lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted to reflect changing industry experience. Increases in operating costs and decreases in product prices would increase the estimated amount of the obligation and increase depreciation, depletion and amortization expense. Cash flows would not be affected until costs to plug and abandon were actually incurred.

 

Recent Accounting Pronouncements

 

Please see Note 15 to our consolidated financial statements for recent accounting pronouncements.

 

ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our audited financial statements for the years ended December 31, 2011 and 2010 in addition to our supplementary schedules are attached hereto as F-1 through F-20.


 

 

29


 

ALLIED RESOURCES, INC.

INDEX TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

 

 

                                                                                                                                         Page

 

            Report of Independent Registered Public Accounting Firm                                         F-2           

 

            Balance Sheets                                                                                                        F-3

 

            Statements of Operations                                                                                         F-4

 

            Statements of Stockholders’ Equity                                                                           F-5

 

            Statements of Cash Flows                                                                                       F-6

 

            Notes to Financial Statements                                                                                  F-7

 

            Supplementary Schedules on Oil and Gas Operations                                                 F-16

                                                                                                                                                      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-1


 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and

Stockholders of Allied Resources, Inc.

 

We have audited the accompanying balance sheets of Allied Resources, Inc. as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity, and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Allied Resources, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ JONES SIMKINS, P.C.

 

JONES SIMKINS, P.C.

Logan, Utah

March 27, 2012

 

F-2


 

 

           

ALLIED RESOURCES, INC.

BALANCE SHEETS

December 31, 2011 and 2010

ASSETS

2011

2010

Current assets:

Cash

$

     1,295,901

     1,311,002

Accounts receivable

         72,656

         56,303

Total current assets

     1,368,557

     1,367,305

Oil and gas properties (proven), net (successful

  efforts method)

        800,744

        906,147

Deferred tax asset

                -  

        906,000

Deposits

        704,701

        704,701

Total assets

$

     2,874,002

     3,884,153

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

         19,226

         29,716

Total current liabilities

         19,226

         29,716

Asset retirement obligation

        195,382

        186,142

Total liabilities

        214,608

        215,858

Commitments and contingencies

Stockholders' equity:

Common stock, $.001 par value; 50,000,000 shares

  authorized, 5,653,011 issued and outstanding

           5,653

           5,653

Additional paid-in capital

     9,858,512

     9,819,880

Accumulated deficit

    (7,204,771)

    (6,157,238)

Total stockholders' equity

     2,659,394

     3,668,295

Total liabilities and stockholders' equity

$

     2,874,002

     3,884,153

 

 


F-3


 

 

 

ALLIED RESOURCES, INC.

STATEMENTS OF OPERATIONS

Years Ended December 31, 2011 and 2010

2011

2010

Oil and gas revenues

$

562,285

668,992

Operating expenses:

Production costs

368,856

422,435

Depletion and amortization

105,403

112,667

General and administrative expenses

235,883

235,169

        710,142

        770,271

Loss from operations

      (147,857)

      (101,279)

Interest income

6,324

6,905

Loss before provision (benefit) for income taxes

      (141,533)

        (94,374)

Provision (benefit) for income taxes - deferred

        906,000

        (30,000)

Net loss

$

    (1,047,533)

        (64,374)

Loss per common share - basic and diluted

$

           (0.19)

           (0.01)

Weighted average common shares - basic and diluted

     5,653,000

     5,653,000

 


F-4


 

 

 

ALLIED RESOURCES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

Years Ended December 31, 2011 and 2010

Additional

Total

Common Stock

Paid-In

Accumulated

Stockholders'

Shares

Amount

Capital

Deficit

Equity

Balance at January 1, 2010

    5,653,011

$

     5,653

$

    9,781,249

$

    (6,092,864)

$

      3,694,038

Stock option compensation

  expense

              -  

         -  

       38,631

                -  

          38,631

Net loss

              -  

         -  

              -  

        (64,374)

         (64,374)

Balance at December 31, 2010

  5,653,011

    5,653

  9,819,880

   (6,157,238)

      3,668,295

Stock option compensation

  expense

              -  

         -  

       38,632

                -  

          38,632

Net loss

              -  

         -  

              -  

   (1,047,533)

    (1,047,533)

Balance at December 31, 2011

  5,653,011

$

    5,653

$

  9,858,512

$

   (7,204,771)

$

      2,659,394

 

 

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

 


F-5


 

 

ALLIED RESOURCES, INC.

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2011 and 2010

2011

2010

Cash flows from operating activities:

Net loss

$

    (1,047,533)

        (64,374)

Adjustments to reconcile net loss to net

 cash provided by (used in) operating activities:

Depletion and amortization

        105,403

        112,667

Stock option compensation expense

         38,632

         38,631

Accretion expense

           9,240

           8,802

Deferred tax asset

        906,000

      (30,000)

Decrease (increase) in:

Accounts receivable

        (16,353)

         27,343

Other assets

                -  

         22,400

Increase (decrease) in:

Accounts payable

        (10,490)

         17,768

Net cash provided by (used in) operating activities

        (15,101)

        133,237

Cash flows from investing activities:

                -  

                -  

Cash flows from financing activities:

                -  

                -  

Net increase (decrease) in cash

        (15,101)

        133,237

Cash, beginning of year

     1,311,002

     1,177,765

Cash, end of year

$

     1,295,901

     1,311,002

 

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

F-6


 

 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

Note 1 – Organization and Summary of Significant Accounting Policies

 

Organization

 

Allied Resources, Inc. (the Company) was incorporated on April 5, 2002. The Company is primarily engaged in the business of acquiring, developing, producing and selling oil and gas production and properties to companies located in the continental United States.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

 

Accounts Receivable

 

Accounts receivable are amounts due on oil and gas sales and are unsecured. Accounts receivable are carried at their estimated collectible amounts. Credit is generally extended on a short-term basis; thus accounts receivable do not bear interest although a finance charge may be applied to such receivables that are more than thirty days past due. Accounts receivable are periodically evaluated for collectibility based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions.

 

Concentration of Credit Risk

 

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

Oil and Gas Producing Activities

 

The Company utilizes the successful efforts method of accounting for its oil and gas producing activities. Under this method, all costs associated with productive exploratory wells and productive or nonproductive development wells are capitalized while the costs of nonproductive exploratory wells are expensed.

 

If an exploratory well finds oil and gas reserves, but a determination that such reserves can be classified as proved is not made after one year following completion of drilling, the costs of drilling are charged to operations. Indirect exploratory expenditures, including geophysical costs and annual lease rentals, are expensed as incurred. Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value and a loss is recognized at the time of impairment by providing an impairment allowance. Other unproved properties are amortized based on the Company’s experience of successful drillings and average holding period. Capitalized costs of producing oil and gas properties, after considering estimated dismantlement and abandonment costs and estimated salvage values, are depreciated and depleted by the units-of-production method. Support equipment and other property and equipment are depreciated over their estimated useful lives.

 

 

 

 

F-7


 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

 

Oil and Gas Producing Activities (continued)

 

On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost is charged to accumulated depreciation, depletion and amortization with a resulting gain or loss recognized in income.

 

On the sale of an entire interest in an unproved property for cash or cash equivalent, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property has been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.

 

The continued carrying value of the Company’s oil and natural gas properties depends primarily upon the estimated reserves and the prices it receives for oil and natural gas production. Oil and natural gas prices historically have been volatile and are likely to continue to be volatile in the future. The Company’s production quantities of oil and natural gas are in decline. Any decrease in oil and natural gas prices without an offsetting increase in reserve quantities could result in an impairment of the Company’s assets.

 

Current accounting standards may require companies involved in the oil and gas industry to reclassify oil and gas contract based drilling rights from tangible to intangible assets and to provide the related intangible assets disclosures under Accounting Standards Codification (ASC) 350. Since the Company does not have any contract based oil and gas drilling rights, any disclosure related to this possible requirement would not have an affect on the Company’s financial statements.

 

Income Taxes

 

Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or noncurrent, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse.

 

The Company considers many factors when evaluating and estimating its tax positions and tax benefits. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the positions will be sustained upon examination. Reserves are established if it is believed certain positions may be challenged and potentially disallowed. If facts and circumstances change, reserves are adjusted through the provision for income taxes. The Company recognizes interest expense and penalties related to unrecognized tax benefits with the provision for income taxes.

 

 

 

 

 

 

 

F-8


 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

 

Earnings Per Share

 

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during each year.

 

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the year. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is anti-dilutive.

 

Revenue Recognition

 

Revenue is recognized from oil sales at such time as the oil is delivered to the buyer. Revenue is recognized from gas sales when the gas passes through the pipeline at the well head. The Company believes that both oil and gas revenues should be recognized at these times because ownership of the oil and gas generally passes to the customer at these times. Management believes that this policy meets the criteria of Staff Accounting Bulletin 101 in that there is persuasive evidence of an existing contract or arrangement, delivery has occurred, the price is fixed and determinable and the collectibility is reasonably assured.

 

The Company does not have any gas balancing arrangements.

 

Stock-Based Compensation

 

At December 31, 2011, the Company has a stock option plan, which is described more fully in Note 8. The Company accounts for stock compensation under ASC 718. This requires the Company to recognize compensation cost based on the grant date fair value of options granted. The Company recognized $38,632 and $38,631, respectively, in compensation cost during the years ended December 31, 2011 and 2010.

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from those estimates.

 

 

 

 

 

 

 

 

 

F-9


 

 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

 

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

 

Use of Estimates in the Preparation of Financial Statements (continued)

 

Significant estimates include volumes of oil and natural gas reserves used in calculating depletion of proved oil and natural gas properties, future net revenues and abandonment obligations, future taxable income and related assets/liabilities, the collectibility of outstanding accounts receivable, stock-based compensation expense, and contingencies. Oil and natural gas reserve estimates, which are the basis for unit-of-production depletion, have numerous inherent uncertainties. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Subsequent drilling results, testing and production may justify revision of such estimates. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered. In addition, reserve estimates are vulnerable to changes in wellhead prices of crude oil and natural gas. Such prices have been volatile in the past and can be expected to be volatile in the future.

 

The significant estimates are based on current assumptions that may be materially affected by changes to future economic conditions such as the market prices received for sales of volumes of oil and natural gas, the creditworthiness of counterparties,  interest rates, the market value of the Company’s common stock and corresponding volatility and the Company’s ability to generate future taxable income. Future changes to these assumptions may affect these significant estimates materially in the near term.

 

 

Note 2 – Oil and Gas Properties

 

Oil and gas properties consist of the following:

 

December 31,

2011

2010

Proved oil and gas properties and related equipment

$

     8,513,291

     8,513,291

Asset retirement obligation

          93,499

          93,499

     8,606,790

     8,606,790

Accumulated depreciation, depletion, amortization

  and valuation allowances

   (7,806,046)

   (7,700,643)

$

        800,744

        906,147

 

 

 

 

 

 

 

 

F-10


 

 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

 

Note 3 – Deposits

 

The Company has an operating agreement with one of the operators of the Company’s oil and gas wells. Terms of the agreement allow the operator to withhold a portion of the Company’s share of revenue for possible future costs associated with the wells. The terms of the agreement require that these funds be held in escrow. As of December 31, 2011 and 2010 amounts on deposit were approximately $705,000 and $705,000, respectively.

 

 

Note 4 – Asset Retirement Obligation

 

The Company is subject to certain regulations implemented to protect the environment. These regulations require that when oil and gas wells are abandoned, the owners must perform certain reclamation activities related to the oil and gas wells. Accordingly, a liability has been established equal to the present value of the Company’s estimated pro rata share of the obligation. The Company has no assets that are legally restricted for the purpose of settling this obligation.

 

Following is a reconciliation of the aggregate retirement liability associated with the Company’s obligation to plug and abandon its oil and gas properties:

 

2011

2010

Balance at beginning of year

$

        186,142

177,340

Accretion expense

            9,240

8,802

Balance at end of year

$

        195,382

      186,142

 

 

Note 5 – Income Taxes

 

The provision (benefit) for income taxes differs from the amount computed at federal statutory rates as follows:

2011

2010

Federal income tax benefit at statutory rate

$

         (48,000)

      (28,000)

State income tax benefit, net of federal tax benefit

           (6,000)

        (3,000)

Expiration of net operating loss carryforward

          14,000

               -  

Change in valuation allowance

        942,000

               -  

Other

            4,000

          1,000

$

        906,000

      (30,000)

 

F-11


 

 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

 

Note 5 – Income Taxes (continued)

 

Deferred tax assets (liabilities) are comprised of the following:

 

2011

2010

Net operating loss carryforwards

$

        755,000

      752,000

Asset retirement obligation

          54,000

        48,000

Depletion and amortization

          87,000

        73,000

Stock compensation expense

          46,000

        33,000

        942,000

      906,000

Less valuation allowance

       (942,000)

               -  

$

                  -  

      906,000

 

As of December 31, 2011, the Company had net operating loss (NOL) carryforwards of approximately $2,219,000. If substantial changes in the Company’s ownership should occur there would be an annual limitation of the amount of NOL carryforwards which could be utilized. Also, the ultimate realization of these carryforwards is due, in part, on the tax law in effect at the time and future events, which cannot be determined.

 

The Company’s NOL amounts and related years of expiration are as follows:

 

Year

 

 

 

Year of

Generated

 

Amount

 

Expiration

 

 

 

 

 

1998

 

 110,000

 

2018

1999

 

 1,979,000

 

2019

2001

 

 4,000

 

2021

2002

 

 78,000

 

2022

2011

 

48,000

 

2031

 

 

 

 

 

 

$

 2,219,000

 

 

 

The Company is no longer subject to examination by federal and state taxing authorities for years prior to 2007.

 

 

 

 

 

F-12


 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

Note 6 – Related Party Transactions

 

The Company leases office space on a month-to-month basis from the CEO of the Company. The lease requires monthly payments of $1,000. The Company incurred rent expense of approximately $12,000 annually during the years ended December 31, 2011 and 2010. At December 31, 2011 and 2010, $1,000 was included in accounts payable for rent.

 

The Company has a consulting agreement with its chief executive officer to provide management services. The agreement requires monthly payments of $10,000. The Company incurred management and consulting fees of approximately $120,000 and $120,000 during the years ended December 31, 2011 and 2010, respectively. At December 31, 2011 and 2010, $10,000 was included in accounts payable for management services.

 

 

Note 7 – Supplemental Disclosures of Cash Flow Information

 

No amounts were paid for interest or income taxes during the years ended December 31, 2011 and 2010.

 

 

Note 8 – Stock Options

 

The Company has a stock option plan (the Plan) which allows for the issuance of the Company’s common stock or the grant of options to acquire the Company’s common stock from time to time to employees, directors, officers, consultants or advisors of the Company on the terms and conditions set forth in the Plan. At December 31, 2011 and 2010, the Company had 600,000 options outstanding at an exercise price of $0.35. During the years ended December 31, 2011 and 2010, the Company did not have any changes in the number of outstanding options.

 

 

Note 9 – Stock Based Compensation

 

The following table summarizes information about common stock options outstanding at December 31, 2011:

 

Outstanding

 

Exercisable

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

Average

 

Weighted

 

 

 

Weighted

 

 

 

 

Remaining

 

Average

 

 

 

Average

Exercise

 

Number

 

Contractual

 

Exercise

 

Number

 

Exercise

Price

 

Outstanding

 

Life (Years)

 

Price

 

Exercisable

 

Price

 

 

 

 

 

 

 

 

 

 

 

$  0.35

 

 600,000

 

7.0

 

$  0.35

 

 420,000

 

$  0.35

 

 

 

 

F-13


 

 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

 

Note 10 – Fair Value of Financial Instruments

 

The Company estimates that the fair value of all financial instruments at December 31, 2011 and 2010 does not differ materially from the aggregate carrying value of its financial instruments recorded in the accompanying balance sheet. Carrying value approximates fair value due to the short maturity of the instruments identified as current assets and liabilities. The Company’s financial instruments are held for non-trading purposes.

 

 

Note 11 – Commitments and Contingencies

 

Oil and Gas Operating Agreement

 

The Company has agreements with the operators of the oil and gas wells in which the Company owns an interest. These agreements require the Company to pay a percentage of the fees and production costs of operating the wells.

 

Litigation

 

The Company may become or is subject to investigations, claims or lawsuits ensuing out of the conduct of its business, including those related to environmental safety and health, commercial transactions, etc. The Company is currently not aware of any such item which it believes could have a material adverse affect on its financial position.

 

 

Note 12 – Risks and Uncertainties

 

The Company’s oil and gas reserves are continually declining, which will eventually result in a reduction of the amount of oil and gas produced, oil and gas revenues and cash flows. The Company has historically replaced reserves through both drilling and acquisitions, however, there is no assurance that oil and gas reserves can be located through drilling or acquisition or that even if reserves are located, that such reserves will allow the recovery of all or part of the investment made by the Company to obtain these reserves.

 

The Company’s carrying cost of its oil and gas properties are subject to possible future impairment based on the estimated future cash flows of these properties. These estimated future cash flows are in turn subject to oil and gas prices that are subject to fluctuations and, as a consequence, no assurance can be given that oil and gas prices will decrease, increase or remain stable.

 

Note 13 – Subsequent Events

 

 

 

 

F-14


 

 

 

ALLIED RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

 

 

Note 14 – Recent Accounting Pronouncements

 

The Company’s management has evaluated the recently issued accounting pronouncements through the filing date of these financial statements and has determined that the application of these pronouncements will not have a material impact on the Company’s financial position and results of operations.

 

 

 

F-15


 

ALLIED RESOURCES, INC.

SCHEDULE OF SUPPLEMENTARY INFORMATION

ON OIL AND GAS OPERATIONS

December 31, 2011 and 2010

 

Capitalized Costs Relating to Oil and Gas Producing Activities

 

December 31,

2011

2010

Proved oil and gas properties and related equipment

$

       8,513,291

       8,513,291

Unproved oil and gas properties

                 -  

                 -  

Asset retirement obligation

           93,499

           93,499

       8,606,790

       8,606,790

Accumulated depreciation, depletion, amortization

  and valuation allowances

     (7,806,046)

     (7,700,643)

$

         800,744

         906,147

 

 

Costs Incurred in Oil and Gas Acquisition, Exploration and Development Activities

 

 

 

December 31,

 

 

2011

 

2010

Acquisition of properties:

 

 

 

 

Proved

$

 -  

 

 -  

Unproved

$

 -  

 

 -  

Exploration costs

$

 -  

 

 -  

Development costs

$

 -  

 

 -  

 

 

 

 

 

F-16


 

 

ALLIED RESOURCES, INC.

SCHEDULE OF SUPPLEMENTARY INFORMATION

ON OIL AND GAS OPERATIONS

December 31, 2011 and 2010

 

 

 

 

 

 

 

 

Results of Operations for Producing Activities

 

Years Ended

December 31,

2011

2010

Oil and gas revenues

$

         562,285

         668,992

Production costs net of reimbursements

        (368,856)

        (422,435)

Exploration costs

                 -  

                 -  

Depreciation, depletion, amortization, and valuation provisions

        (105,403)

        (112,667)

Net income before income taxes

           88,026

         133,890

Income tax expense

           30,000

           46,000

Results of operations from producing activities (excluding

  corporate overhead and interest costs)

$

           58,026

           87,890

 

 

 

 

 

 

 

 

F-17


 

 

ALLIED RESOURCES, INC.

SCHEDULE OF SUPPLEMENTARY INFORMATION

ON OIL AND GAS OPERATIONS

December 31, 2011 and 2010

 

 

 

 

 

Reserve Quantity Information (Unaudited)

 

The estimated quantities of proved oil and gas reserves disclosed in the table below are based on appraisal of the proved developed properties by Sure Engineering, LLC. Such estimates are inherently imprecise and may be subject to substantial revisions.

 

All quantities shown in the table are proved developed reserves and are located within the United States.

 

 

Years Ended December 31,

 

2011

 

2010

 

Oil

 

Gas

 

Oil

 

Gas

 

(bbls)

 

(mcf)

 

(bbls)

 

(mcf)

Proved developed and undeveloped reserves:

 

 

 

 

 

 

 

Beginning of year

24,085  

 

913,728  

 

 24,279

 

 955,158

Revision in previous estimates

2,075  

 

16,598  

 

 2,241

 

 62,490

Discoveries and extension

 -  

 

 -  

 

 -  

 

 -  

Purchase in place

 -  

 

 -  

 

 -  

 

 -  

Production

 (2,229)

 

 (101,147)

 

 (2,435)

 

 (103,920)

Sales in place

 -  

 

 -  

 

 -  

 

 -  

 

 

 

 

 

 

 

 

End of year

23,931  

 

829,179  

 

 24,085

 

 913,728

 

All of the Company’s reserves are proved developed reserves.

F-18


 

 

 

ALLIED RESOURCES, INC.

SCHEDULE OF SUPPLEMENTARY INFORMATION

ON OIL AND GAS OPERATIONS

December 31, 2011 and 2010

 

 

 

Standardized Measure of Discounted Future Net Cash Flows and Changes Therein Relating to Proved Oil and Gas Reserves (Unaudited)

 

Years Ended

December 31,

2011

2010

Future cash inflows

$

     5,446,000

     6,665,000

Future production and development costs

   (3,463,000)

   (4,427,000)

Future income tax expenses

      (674,000)

      (761,000)

     1,309,000

     1,477,000

10% annual discount for estimated timing of cash flows

      (608,000)

      (676,000)

Standardized measure of discounted future net cash flows

$

        701,000

        801,000

 

 

The preceding table sets forth the estimated future net cash flows and related present value, discounted at a 10% annual rate, from the Company’s proved reserves of oil, condensate and gas. The estimated future net revenue is computed by applying the average prices of oil and gas (including price changes that are fixed and determinable) based upon the prior 12-month period and current costs of production and development for estimated future production assuming continuation of existing economic conditions. The values expressed are estimates only, without actual long-term production to base the production flows, and may not reflect realizable values or fair market values of the oil and gas ultimately extracted and recovered. The ultimate year of realization is also subject to accessibility of petroleum reserves and the ability of the Company to market the products.

 

 

 

F-19


 

 

 

ALLIED RESOURCES, INC.

SCHEDULE OF SUPPLEMENTARY INFORMATION

ON OIL AND GAS OPERATIONS

December 31, 2011 and 2010

 

 

 

Changes in the Standardized Measure of

Discounted Future Cash Flows (Unaudited)

 

Years Ended

December 31,

2011

2010

Balance, beginning of year

$

        801,000

        853,000

Sales of oil and gas produced net of production costs

      (220,000)

      (242,000)

Net changes in prices and production costs

        307,000

        352,000

Extensions and discoveries, less related costs

                 -  

                 -  

Purchase and sales of minerals in place

                 -  

                 -  

Revisions of estimated development costs

                 -  

                 -  

Revisions of previous quantity estimate

      (227,000)

      (220,000)

Accretion of discount

          80,000

          85,000

Net changes in income taxes

        (40,000)

        (27,000)

Balance, end of year

$

        701,000

        801,000

 

 

 

 

 

 

 

 

 

 

 

 

 

F-20


 

 

ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by Allied’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of Allied’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of the end of the period covered by this report.  Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, Allied’s management concluded, as of the end of the period covered by this report, that Allied’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 

Management’s Report on Internal Control over Financial Reporting

 

Management of Allied is responsible for establishing and maintaining adequate internal control over financial reporting. Allied’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Allied’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP).  Internal control over financial reporting includes those policies and procedures that:

 

  • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Allied’s assets;
  • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and
  • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Allied’s assets that could have a material effect on the financial statements.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

 

30


 

 

Allied’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment did not identify any material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did not identify any material weaknesses, management considers its internal control over financial reporting to be effective.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.

 

Changes in Internal Control over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended December 31, 2011, that materially affected, or are reasonably likely to materially affect, Allied’s internal control over financial reporting.

 

9B.                   OTHER INFORMATION

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31


 

PART III

 

ITEM 10.        DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

Officers and Directors

 

The following table sets forth the name, age and position of each director and executive officer of Allied:

 

 

Name

Age

Year

Elected/Appointed

Positions Held

Ruairidh Campbell

48

1998

Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Director

Ed Haidenthaller

48

2004

Director

Paul Crow

65

2005

Director, Secretary

 

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years:

 

Ruairidh Campbell

 

On June 6, 1998, Mr. Campbell was first elected as a director and subsequently appointed as an officer of Allied. Mr. Campbell estimates that he spends approximately 20 hours per week on Allied’s business. He also has significant responsibilities with other companies, as detailed in the following paragraph.

 

Business Experience

 

Mr. Campbell has been advising early-stage businesses for over 17 years in the public and private sectors. Services range from investment banking to managerial duties that include working with government regulators, business organizations, auditors, accountants, attorneys and quasi-public governing bodies responsible for everything from public health to public quotation. He formed Orsa & Company in 2001 which is dedicated to providing these services.

 

Since joining Allied in 1998 Mr. Campbell has spent a significant amount of his time in the field with oil and gas producers, prospectors and geologists in pursuit of growing the business.

 

Officer and Director Responsibilities and Qualifications

 

Mr Campbell is responsible for the overall management of Allied and is involved in all of its day-to-day operations and administration. He also serves as a director and as a member of Allied’s audit committee.

 

Mr. Campbell graduated from the University of Texas at Austin with a Bachelor of Arts in History and then from the University of Utah College of Law with a Juris Doctorate with an emphasis in corporate law and energy law.

 

Other Public Company Directorships in the Last Five Years

 

Over the last five years to present Mr. Campbell has served and continues to serve as an officer and director of Park Vida Group, Inc. a rest development company with interests in the Dominican Republic.

 

32


 

Ed Haidenthaller

 

On September 23, 2004, Mr. Haidenthaller was elected as a director of Allied. Mr. Haidenthaller estimates that he spends approximately 1 hour per week on Allied’s business. He also has significant responsibilities with other companies, as detailed in the following paragraph.

 

Business Experience

 

Mr. Haidenthaller is currently serving as the Chief Financial Officer and holding company Secretary, for Proficio Bank and NHB Holdings, Inc., respectively.  He has held these positions since March 2012.  The bank is a Utah State chartered commercial bank with operations in Utah and Orlando, Florida and 33 additional loan generation offices primarily east of the Rocky Mountains.   Prior to this position, Mr. Haidenthaller was employed as a director for approximately 2 years for McGladrey, the 5th largest accounting and consulting firm in the US, and a multi-national firm specializing in internal audit, tax compliance, financial operations support, and technology risk management. Prior to joining McGladrey Mr. Haidenthaller worked as a VP of Risk management & Audit for a large multi-billion wholesale bank, and for 5+ years with Jefferson Wells International managing its consulting practice as well as its banking services practice. Mr. Haidenthaller also had his own business, Strategic Funding Consultants, LLC. which worked with start up and small businesses to develop business strategies, assist in obtaining funding and general consulting services.

 

Officer and Director Responsibilities and Qualifications

 

Mr Haidenthaller serves on the board of directors as an independent director and in that capacity is responsible for providing Allied with oversight in all material corporate decisions. He also serves as a member of Allied’s audit committee.

 

Mr. Haidenthaller graduated from Weber State University with a Bachelor of Science in Finance and then from the University of Utah with a Masters of Business Administration (MBA).

 

Other Public Company Directorships in the Last Five Years

 

None.

 

Paul Crow

 

On January 17, 2005, Mr. Paul Crow was appointed as a director of Allied and subsequently appointed as secretary. Mr. Crow estimates that he spends approximately 2 hours per week on Allied’s business. He also has significant responsibilities with other companies, as detailed in the following paragraph.

 

Business Experience

 

Mr. Crow operates his own Edgar preparation and filing business working with private and public businesses to provide general consulting services related to Sarbanes-Oxley compliance and other Commission related disclosure requirements. His prior experience includes work as a business consultant to Axia Group, Inc., a company involved in business consulting and real estate from April 2002 until September 2003 and as a library supervisor at the University of Utah from March 1996 until March of 2002.

 

 

 

33


 

Officer and Director Responsibilities and Qualifications

 

Mr. Crow serves on the board of directors and in that capacity is responsible for considering corporate matters and for participating in the decision making process at the board level. He is also responsible in his capacity as secretary for filing Allied’s public disclosure online and serves as a member of Allied’s audit committee.

 

Mr. Crow graduated from the University of Utah with a Bachelor of Science in Accounting in 1994.

 

Other Public Company Directorships in the Last Five Years

 

None.

 

No other persons are expected to make any significant contributions to Allied’s executive decisions who are not executive officers or directors of Allied.

 

Term of Office

 

Our directors have been elected or appointed to the board of directors for a one (1) year term or until the next annual meeting of our shareholders or until removed in accordance with our bylaws. Our sole executive officer was appointed by our board of directors and holds office at the discretion of the board in accordance with terms of his agreement with Allied.

  

Family Relationships

 

There are no family relationships between or among the directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

During the past ten years there are no events that occurred related to an involvement in legal proceedings that are material to an evaluation of the ability or integrity of any of Allied’s directors, persons nominated to become directors or executive officers.

 

Compliance with Section 16(A) of the Exchange Act

 

Based solely upon a review of Forms 3, 4 and 5 furnished to Allied, we are not aware of any person who, during the period ended December 31, 2011, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.

 

Code of Ethics

 

Allied has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. Allied has incorporated a copy of its Code of Ethics as Exhibit 14 to this Form 10-K. Further, our Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting us.

 

 

 

 

 

 

 

34


 

Board of Directors Committees

 

Allied has formed an audit committee from the board of directors that assists the chief executive officer in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to the shareholders and others; reviewing the systems of internal controls which management and the board of directors have established; appointing, retaining and overseeing the performance of independent accountants; and overseeing Allied’s accounting and financial reporting processes and the audit of its financial statements.

 

Allied’s board of directors has not established a compensation committee.

 

Director Compensation

 

Directors currently are not reimbursed for out-of-pocket costs incurred in attending meetings but are compensated for their service as directors in connection with meetings. However, non-executive directors are compensated for attendance at meetings in the amount $500 per meeting but are not reimbursed for out-of-pocket costs incurred in attending meetings. During the year ended December 31, 2011, Allied compensated each of its non-executive directors for their participation in three meetings of the board of directors held over the annual period.

 

During the year ended December 31, 2011, Allied compensated one of its directors pursuant to a consulting agreement with him for services rendered as corporate secretary for annual compensation of $3,000.

 

During the year ended December 31, 2011, Allied compensated one of its directors pursuant to a consulting agreement with him for services rendered as chief executive officer, chief financial officer, and principal accounting for annual compensation of $120,000. He was further compensated in the annual amount of $12,000 for providing office space to Allied.

 

The following table provides summary information for the year 2011 concerning cash and non-cash compensation paid or accrued by Allied to or on behalf of our directors.

 

 

Directors’ Summary Compensation Table

 

Name

 

Fees earned or paid in cash

($)

 

Stock awards

($)

 

Option

Awards

($)

 

Non-equity incentive plan compensation

($)

 

Nonqualified deferred compensation

($)

 

All other compensation

($)

 

 

Total

($)

Ruairidh Campbell

120,000*

 

32,000

 

 

12,000**

164,000

Paul Crow

 

1,500

 

-

 

3,200

 

 

-

 

 

-

 

 

3,000***

 

 

7,700

Ed Haidenthaller

1,500

-

3,200

-

-

-

4,700

 

*              Pursuant to a consulting agreement; amount paid to Mr. Campbell for services rendered as chief executive officer, chief financial officer and principal accounting officer.

**            Pursuant to a month to month lease agreement; amount paid to Mr. Campbell for the provision of office space.

***          Pursuant to a consulting agreement; amount paid to Mr. Crow for services rendered as corporate secretary.

 

 

 

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ITEM 11.        EXECUTIVE COMPENSATION

 

Compensation Discussion and Analysis

 

The objective of Allied’s compensation program is to provide compensation for services rendered by our sole executive officer in the form of a consulting fee and stock option grants. We utilize these forms of compensation because we believe that these forms of consideration are adequate to both retain and motivate our executive officer. The amounts we deem appropriate to compensate our executive officer are determined in accordance with market forces; we have no specific formula to determine compensatory amounts at this time. While we have deemed that our current compensatory program and the decisions regarding compensation are easy to administer and are appropriately suited for our objectives, we may expand our compensation program to any additional future employees to include options and other compensatory elements.

 

Executive compensation for the year ended December 31, 2011 was $164,000 as compared to $164,000 for the year ended December 31, 2010. Compensation includes a monthly consulting fee, vested stock options and rent paid to our sole executive officer in exchange for office space. The consistency in executive compensation in the comparative annual periods is attributable to Allied’s consulting agreement with its sole executive officer. We anticipate that executive compensation will remain relatively consistent over the remaining term of the five year agreement.

 

Tables

 

The following table provides summary information for the years 2011, and 2010 concerning cash and non-cash compensation paid or accrued by Allied to or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation in excess of $100,000.

 

Officer’s Summary Compensation Table

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option

Awards

($)

Non-Equity Incentive Plan Compensation

($)

Change in Pension Value and Nonqualified Deferred Compensation

($)

All Other Compensation

($)

 

Total

($)

Ruairidh Campbell,

CEO, CFO, PAO and director

2011

2010

 

 

120,000

120,000

 

 

 

-

-

 

-

-

-

 

32,000

32,000

 

-

-

 

-

-

 

12,000

12,000

 

164,000

164,000

 

 

 

The following table provides summary information for 2011 concerning unexercised options, stock that has not vested, and equity incentive plan awards by Allied to or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation in excess of $100,000:

 

 

 

 

 

 

 

 

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Outstanding Equity Awards at Fiscal Year-End

 

Option awards

Stock awards

Name

Number of securities underlying unexercised options
(#) exercisable

Number of securities underlying unexercised options
(#) unexercisable

Equity incentive plan awards: number of securities underlying unexercised unearned options
(#)

Option exercise price
($)

Option expiration date

Number of shares or units of stock that have not vested
(#)

Market value of shares or units of stock that have not vested
(#)

Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
(#)

Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
($)

Ruairidh Campbell

350,000

150,000

-

0.35

Dec 31, 2018

-

-

-

-

 

Allied has a consulting agreement with its executive officer, effective July 1, 2008, through June 30, 2013, for (i) an annual salary of $120,000, (ii) at Allied’s discretion, an annual bonus and (iii) tenure based incentive stock options.

 

Allied has no plans that provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement.

 

Allied has no agreement that provides for payment to our executive officer at, following, or in connection with the resignation, retirement or other termination, or a change in control of Allied or a change in our executive officer's responsibilities following a change in control.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information concerning the ownership of Allied’s 5,653,011 shares of common stock issued and outstanding as of April 13, 2012, with respect to: (i) all directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group.

 

 

Names and Addresses of Managers and Beneficial Owners

Title of Class

Number of Shares

Percent of

Class

Ruairidh Campbell

600 Westwood Terrace

Austin, Texas 78746

Common

2,060,000*

36.4

Ed Haidenthaller

1193 East 800 North

Layton, Utah  84040  

Common

10,000**

<1.0

Paul Crow

1185 East 5840 South

Salt Lake City, Utah 84121

Common

10,000***

<1.0

All Executive Officers and Directors as a Group (3)

Common

2,080,000

36.4

 

*      Ruairidh Campbell has also been granted 500,000 options to purchase common shares at $0.35 of which 350,000 were vested as of December 31, 2011.

**    Ed Haidenthaller has also been granted 50,000 options to purchase common shares at $0.35 of which 35,000 were vested as of December 31, 2011.

***  Paul Crow has also been granted 50,000 options to purchase common shares at $0.35 of which 35,000 were vested as of December 31, 2011.

 

 

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

 

None of our directors or executive officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction in the period covered by this report or in any presently proposed transaction which, in either case, has or will materially affect us except the following consulting agreement, rent provision and option grants:

 

·         Ruairidh Campbell, sole executive officer and a director, entered into a consulting agreement dated July 1, 2008 and a stock option agreement dated December 31, 2008 each conditioned on a five year term that provide for a monthly fee of $10,000 in addition to an aggregate stock option grant to purchase up to 500,000 shares of common stock at $0.35 a share that vest over 5 years and are exercisable for 10 years from the date of grant. The option grant had vested 350,000 shares as of December 31, 2011.

 

·         Ruairidh Campbell, sole executive officer and a director, has entered into a month to month arrangement pursuant to which Allied pays $1,000 a month for the use of an office owned by Mr. Campbell that is inclusive of associated office costs.

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·         Ed Haidenthaller, a director, entered into a stock option agreement dated December 31, 2008 that grants stock options to purchase up to 50,000 shares of common stock at $0.35 a share that vest over 5 years and are exercisable for 10 years from the date of grant. The option grant had vested 35,000 shares as of December 31, 2011.

 

·         Paul Crow, a director, entered into a stock option agreement dated December 31, 2008 that grants stock options to purchase up to 50,000 shares of common stock at $0.35 a share that vest over 5 years and are exercisable for 10 years from the date of grant. The option grant had vested 35,000 shares as of December 31, 2011.

 

Director Independence

 

Allied is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. However, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states that a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we consider Mr. Haidenthaller to be an independent director.

 

ITEM 14.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

Jones Simkins, P.C. provided audit services to Allied in connection with its annual report for the fiscal years ended December 31, 2011 and 2010. The aggregate fees billed by Jones Simkins, P.C. for the audit of Allied’s annual financial statements and a review of Allied’s quarterly financial statements was approximately $40,200 and $38,100 respectively.

 

Audit Related Fees

 

Jones Simkins, P.C. billed to Allied no fees in each of 2011 and 2010 for professional services that are reasonably related to the audit or review of Allied’s financial statements that are not disclosed in “Audit Fees” above.

 

Tax Fees

 

Jones Simkins, P.C. billed to Allied fees of $6,725 in 2011 and $6,125 in 2010 for professional services rendered in connection with the preparation of Allied's tax returns for the respective periods.

 

All Other Fees

 

Jones Simkins, P.C. billed to Allied no fees in each of 2011 and 2010 for other professional services rendered or any other services not disclosed above.

 

Audit Committee Pre-Approval

 

All services provided to Allied by Jones Simkins, P.C. as detailed above, were pre-approved by Allied’s audit committee. Jones Simkins, P.C. performed all work only with their permanent full time employees.

 

 

 

 

 

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PART IV

 

ITEM 15.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Consolidated Financial Statements

 

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-20, and are included as part of this Form 10-K:

           

            Financial Statements of Allied for the years ended December 31, 2011 and 2010:

 

Report of Independent Registered Public Accounting Firm               

Balance Sheets

Statements of Income

Statement of Stockholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Consolidated Financial Statements

Schedule of Supplementary Information on Oil and Gas Operations                                            

(b) Exhibits

 

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 42 of this Form 10-K, and are incorporated herein by this reference.

 

(c) Financial Statement Schedules

 

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or notes thereto.

40


 

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.

 

Allied Resources, Inc.

Date

 

 

/s/ Ruairidh Campbell

By: Ruairidh Campbell

Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

 

 

April 13, 2012

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  

 

 

Date

 

 

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

 

 

April 13, 2012

 

 

/s/ Ed Haidenthaller

Ed Haidenthaller

Director

 

 

 

April 13, 2012

 

/s/ Paul Crow

Paul Crow

Director

 

 

April 13, 2012

 

 

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INDEX TO EXHIBITS

 

Exhibit             Description

 

3(i) *               Articles of Incorporation dated February 12, 2002 (incorporated by reference to the Form 10-SB/A filed on April 21, 2003).

3(ii) *              Bylaws (incorporated by reference to the Form 10-SB/A filed on April 21, 2003).

10(i) *             Oil and Gas Well Operating Agreement between Allied and Allstate Energy Corporation dated May 1, 1996 (incorporated by reference to the Form 10SB/A filed on April 21, 2003).

10(ii) *            Amendments to Operating Agreements between Allied and Allstate Energy Corporation dated May 10, 1996 (incorporated by reference to the Form 10SB/A filed on April 21, 2003).

10(iii) *           Form Gas Purchase Agreement (incorporated by reference to the Form 10SB/A filed on April 21, 2003).

10(iv) *           Consulting Agreement between Allied and Ruairidh Campbell dated July 1, 2008 (incorporated by reference to the Form 10-Q filed on November 14, 2008).

14 *                Code of Ethics adopted May 3, 2004 (incorporated by reference to the Form 10-KSB filed on May 26, 2004).

31                   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32                   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

99(i) *             Allied Resources, Inc. 2008 Stock Option Plan (incorporated by reference to the Form 10-Q filed on November 14, 2008).

99(ii)               Reserve report from Sure Engineering, LLC (attached).

101. INS           XBRL Instance Document

101. PRE          XBRL Taxonomy Extension Presentation Linkbase

101. LAB         XBRL Taxonomy Extension Label Linkbase

101. DEF          XBRL Taxonomy Extension Label Linkbase

101. CAL          XBRL Taxonomy Extension Label Linkbase

101. SCH          XBRL Taxonomy Extension Schema†                       

 

   *                   Incorporated by reference to previous filings of Allied.

 

      †                    Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections. 

42