Trimerica Energy Corp - FORM 10-Q

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EX-31.1 - CERTIFICATION - Trimerica Energy Corp	teco_ex311.htm
EX-32.1 - CERTIFICATION - Trimerica Energy Corp	teco_ex321.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2012

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: 000-28015

TREATY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		86-0884116
(State or other Jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

201 St. Charles Ave., Suite 2558

New Orleans, LA 70170

(Address of principal executive offices)

(504) 599-5684

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (do not check if a smaller reporting company)	Smaller reporting company	þ

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

Yes o No þ

The number of shares of the registrant’s common stock outstanding as of August 10, 2012, was 770,742,162.

TREATY ENERGY CORPORATION

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION		3

Item 1 –	Financial Statements	3

Item 2 –	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	19

Item 3 –	Quantitive And Qualitative Disclosures About Market Risk	20

Item 4 –	Controls and Procedures	21

PART II – OTHER INFORMATION		22

Item 1 –	Legal Proceedings	22

Item 1A –	Risk Factors	22

Item 2 –	Unregistered Sales of Equity Securities	22

Item 3 –	Defaults Upon Senior Securities	23

Item 4 –	Submission of Matters to a Vote of Security Holders	23

Item 5 –	Other Information	23

Item 6 –	Exhibits	23

SIGNATURES		24

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

TREATY ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30, 2012 (Unaudited)			December 31, 2011

ASSETS

Cash and equivalents	$	22,889		$	14,716
Accounts & other receivables		11,285			23,438
Total current assets		34,174			38,154

Oil and gas properties (successful efforts)
Proved producing, net		105,494			105,494
Unproved		48,075			48,075
Oilfield support equipment		1,141,701			1,141,701
Less: accumulated depreciation, depletion and amortization		(211,702	)		(125,439	)
Net oil and gas properties and support equipment		1,083,568			1,169,831

Property, plant and equipment, net		786,609			494,473
Prepaid expenses and other assets		205,363			65,363
Carved out interest, net		73,808			76,005
TOTAL ASSETS	$	2,183,522		$	1,843,826

LIABILITIES

Accounts payable and accrued liabilities	$	670,032		$	717,612
Notes and accrued interest payable		732,798			829,095
Related party payable		866,421			-
Cash Call Liability		74,200			-
Purchase Option Liabilities		25,000			25,000
Total current liabilities		2,368,451			1,571,707

Deferred Revenue		514,702			545,507
Asset retirement obligation		142,634			130,397
TOTAL LIABILITIES	$	3,025,787		$	2,247,611

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

TREATY ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(Continued)

	June 30, 2012 (Unaudited)			December 31, 2011
Convertible Redeemable Class A Preferred Stock (12,000 and 0 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively, $5 redemption value )		60,000			60,000

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock - par value $0.001, 50 million shares authorized, none issued or outstanding at September 30, 2011 and December 31, 2010		-
Common stock – par value $0.001, 950 million shares authorized, 746,626,212 and 746,449,069 shares issued at June 30, 2012 and December 31, 2011, and 746,626,212 and 737,449,069 shares outstanding at June 30, 2012 and December 31, 2011, respectively		746,626			746,449

Treasury Stock		-			(355,500	)
Additional paid in capital		9,730,474			8,730,631
Common stock payable		85,250			85,875
Accumulated loss - pre-exploration stage		(644,829	)		(644,829	)
Accumulated loss - exploration stage		(10,672,214	)		(8,963,829	)
Accumulated other comprehensive income		4,030			390

Total stockholders' equity (deficit) attributable to Treaty		(750,663	)		(400,813	)
Non-Controlling Interest		(151,602	)		(62,972	)
Total Stockholder's equity (deficit)		(902,265	)		(463,785	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,183,522		$	1,843,826

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

TREATY ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Six Months Ended June 30,						Three Months Ended June 30,
	2012 (Unaudited)			2011 (Unaudited)			2012 (Unaudited)			2011 (Unaudited)

REVENUES
Oil and gas revenues	$	70,103		$	69,530		$	13,087		$	69,530
Total revenues		70,103			69,530			13,087			69,530

EXPENSES
Lease operating expenses		158,879			237,379			81,388			130,664
Direct drilling costs		210,477			7,987			136,805			7,987
Land lease costs		20,000			-			-			-
Production taxes		3,740			3,205			-			3,205
General and administrative		1,204,861			2,794,110			653,045			2,651,562
Depreciation, depletion and amortization		153,316			22,201			75,050			19,855
Accretion of asset retirement obligation		12,237			710			11,061			710
Interest expense		94,877			126,793			51,687			115,390
Total expenses		1,858,387			3,192,385			1,009,036			2,929,373

Operating Loss		(1,788,284	)		(3,122,855	)		(995,949	)		(2,859,843	)

OTHER INCOME AND EXPENSE ITEMS
Gain (Loss) on retirement of debt		(1,377	)		(1,070,702	)		(1,377	)		(1,087,989	)
Gain (Loss) on sale of assets		(7,354	)		-			-			-
NET LOSS		(1,797,015	)		(4,193,557	)		(997,326	)		(3,947,832	)

Less: loss attributable to Non-Controlling Interests		88,630			-			58,243			-
Net loss attributable to Treaty Energy Corporation	$	(1,708,385	)	$	(4,193,557	)	$	(939,083	)	$	(3,947,832	)
Foreign Currency Translation Gain / (Loss)		3,640			-			3,640			-
Comprehensive loss attributable to Treaty		(1,704,745	)		(4,193,557	)		(935,443	)		(3,947,832	)
Add: loss attributable to Non-Controlling Interests		(88,630	)		-			(58,243	)		-
Total Comprehensive Loss		(1,793,375	)		(4,193,557	)		(993,686	)		(3,947,832	)

Net loss per common shares - basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding - basic and diluted		738,906,494			579,158,527			740,363,920			643,027,415

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

TREATY ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2012			2011
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,797,015	)	$	(4,193,557	)
Adjustments to reconcile net loss to net cash
provided by/(used in) operating activities:
Depreciation, depletion and amortization		153,316			22,201
Loss on sales of assets		7,354			-
(Gain) loss on retirement of debt		1,377			1,070,702
Shares owed for payment of interest on notes payable		-			39,000
Amortization of discount on notes payable		3,983			43,972
Accretion of asset retirement obligation		12,237			710
Stock based compensation (shares issued and owed)		-			2,093,743
Interest imputed on related-party notes		17,638			9,564
Amortization of deferred revenue		(30,805	)		-

Changes in operating assets and liabilities:
Accounts receivable		12,153			(113,740	)

Accounts payable & accrued expenses		181,152			291,238
Director & officer liabilities		-			30,000
Prepaid expenses & other assets		-			(65,000	)
Cash Call Liability		74,200			-
Net cash provided by / (used in) operating activities		(1,364,410	)		(771,167	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of oil and gas properties & fixed assets		-			(65,000	)
Deposit on equipment lease purchase		(28,000	)		-
Purchases of fixed assets		(336,296	)		(239,885	)
Proceeds from sales of oil and gas interests		-			-
Net cash provided by / (used in) investing activities		(364,296	)		(304,885	)

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

TREATY ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(continued)

	Six Months Ended June 30,
	2012			2011
	(Unaudited)			(Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties, net		1,854,051			769,685
Proceeds from notes payable		150,000			340,500
Principal payments on notes payable		(295,080	)		(205,500	)
Bank overdraft		(1,982	)		-
Common stock issued for cash		-			197,750
Common stock payable for cash		26,250			20,000
Net cash provided by / (used in) financing activities		1,733,239			1,122,435

Net increase / (decrease) in cash and cash equivalents		4,533			46,383
Foreign Currency translation gain/loss		3,640			-
Cash and cash equivalents, beginning of period		14,716			148
Cash and cash equivalents, end of period	$	22,889		$	46,531


SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	26,723		$	6,000
Shares issued for retirement of debt		5,000			1,737,566
Preferred and common shares issued to acquire oil and gas properties and fixed assets		-			445,100
Acquisition of oil & gas properties with debt		-			1,296,017
Preferred shares converted to common shares		-			120,000
Shares owed for conversion of notes payable		-			390,000
Assumption of asset retirement obligation with acquisition of oil and gas properties		-			35,548
Shares issued to relieve stock payable		-			204,000
Shares issued to shareholder to reimburse issuances on behalf of the company		-			26,809

Shares issued by related party on behalf of company for potential acquisition		140,000			-
Related party debt donated to Additional Paid in Capital		971,504			-
Treasury shares issued for debt relief		360,000			-

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

TREATY ENERGY CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Information Regarding Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described below and elsewhere in this report. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

History

Treaty Energy Corporation, formerly known as Alternate Energy Corp., (“Treaty”, “the Company”, “we”, or “us”) was incorporated as COI Solutions, Inc. in the State of Nevada in August, 1997.

We incorporated as COI Solutions, Inc. on August 1, 1997 as a Nevada corporation. On May 22, 2003, we acquired all the assets of AEC I Inc., formerly known as Alternate Energy Corporation, and changed our name to Alternate Energy Corp. We commenced active business operations on June 1, 2003 and were a development stage company under Codification Topic No. 915 developing alternate renewable energy sources.

The Company merged with Treaty Petroleum, Inc., a Texas Corporation under a transaction commonly referred to as a reverse merger. With the change in ownership in December 2008, we embarked on a new business plan, focusing on oil and gas production.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Treaty Energy Drilling, C&C Petroleum Management, LLC, and Treaty Belize Energy, Ltd., in which the Company holds a 76% interest. All significant intercompany transactions have been eliminated.

The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of financial information for the interim periods presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the consolidated financial statements as result of these reclassifications.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates underlying these consolidated financial statements include the estimated quantities of proved oil reserves used to compute depletion of oil and natural gas properties and the estimated fair value of asset retirement obligations.

All of the Company’s accounting policies are not included in this Form 10-Q. A more comprehensive set of accounting policies adopted by the Company are included on our Form 10-K as of December 31, 2011 and are herein incorporated by reference.

Revenue Recognition

The Company recognizes oil, gas and natural gas condensate revenue in the period of delivery. Settlement on sales occurs anywhere from two weeks to two months after the delivery date. The Company recognizes revenue when an arrangement exists, the product has been delivered, the sales price is fixed or determinable, and collectability is reasonably assured.

The Company recognizes drilling revenue in the period services are rendered. The Company recognizes revenue when a drilling engagement exists, the service has been rendered, the contract fee is fixed or determinable, and collectability is reasonably assured.

Stock-Based Compensation

In December of 2004, the Financial Accounting Standards Board (FASB) issued guidance now codified as Topic 718 (“Topic 18”) which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed Topic 18 methodology and amounts. Prior periods presented are not required to be restated. The Company adopted Topic 18 at its inception and applied the standard using the modified prospective method.

Class A Convertible Preferred shares

During the quarter ended June 30, 2011 the Company issued 36,000 shares of Class A Convertible Preferred shares. These shares have a stated value of $5 per share. The preferred shares are convertible into common stock at varying rates for each third (12,000 shares) of the preferred stock issued. The first tranche is convertible according to the stated value of the preferred shares divided by $0.03, the second tranche at $0.05, and the final tranche at $0.10. These preferred shares are also to be repaid to the holder in the event that the Company’s share price does not exceed the conversion value during the 24 months from the issuance date. The preferred shares are redeemable at their stated value of $5 per share on April 8, 2013 if this event occurs.

Based on these shares being conditionally redeemable under circumstances that are not within the control of the Company, these shares were accounted for outside of permanent equity and liabilities consistent with the applicable literature on conditionally redeemable preferred stock. The shares will be re-classed to permanent equity upon conversion to common stock or to liabilities if redemption becomes certain to occur. As of June 30, 2012, 12,000 shares convertible at $0.10 and valued at $60,000 were outstanding.

Accounting for Asset Retirement Obligations

The Company accounts for conditional asset retirement obligations in accordance with FASB ASC 410-20. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. The Company estimates a fair value of the obligation on each well in which it owns an interest by identifying costs associated with the future dismantlement and removal of production equipment and facilities and the restoration and reclamation of a production operation’s surface to a condition similar to that existing before oil and natural gas extraction began.

In general, the amount of an Asset Retirement Obligation (“ARO”) and the costs capitalized will be equal to the estimated future cost to satisfy the abandonment obligation using current prices that are escalated by an assumed inflation factor up to the estimated settlement date which is then discounted back to the date that the abandonment obligation was incurred using an assumed cost of funds for the Company. After recording these amounts, the ARO is accreted to its future estimated value using the same assumed cost of funds and the liability is increased each period as the retirement obligation approaches. See Note 11 for a discussion of our estimated Asset Retirement Obligation.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB amended the accounting guidance related to fair value measurement and disclosure, the result of which being common fair value measurement and disclosure requirements in U.S. GAAP and IFRS’s. The FASB does not intend for the amendment to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments became effective January 1, 2012 and had no significant impact on the Company’s financial statements.

In June 2011, the FASB amended the accounting guidance for presentation of other comprehensive income. The new guidance requires that all non-owner changes in stockholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new guidance is effective for the fiscal year ending December 31, 2012 and is not expected to have a significant impact on the Company’s financial statements. In addition, this guidance requires the entity to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. In December 2011, the FASB issued an amendment to the guidance released in June 2011 to defer the changes related to the presentation of reclassification adjustments to give the FASB more time to reassess and evaluate alternative presentation formats. Thus, the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of the June 2011 guidance were reinstated until their deliberation is complete.

In September 2011, the FASB amended guidance pertaining to goodwill impairment testing. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. The guidance became effective January 1, 2012 with no significant impact on the Company’s financial statements.

In December 2011, the FASB issued guidance which relates to deconsolidation events. Under this amendment, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of the default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20, Property, Plant and Equipment - Real Estate Sales, to determine whether it should derecognize the in substance real estate. This guidance is effective for the fiscal year ending December 31, 2013 and is not expected to have a significant impact on the Company’s financial statements.

In December 2011, The FASB issued authoritative guidance to provide enhanced disclosures in the financial statements about offsetting and netting arrangements. The new guidance requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. This guidance was issued to facilitate comparison between financial statements prepared on a U.S. GAAP and IFRS reporting. The new guidance will be effective January 1, 2013 and is not expected to have a significant impact on the Company’s financial statements.

NOTE 4 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that Treaty will continue as a going concern. As shown in these consolidated financial statements, we have had continuing negative cash flows from operations and a working capital deficit as of June 30, 2012. These conditions raise substantial doubt as to our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of its common stock.

NOTE 5 – OIL AND GAS PROPERTIES

There were no acquisitions during the six months ended June 30, 2012.

Our geographical proved and unproved properties are as follows:

	06/30/12			12/31/11
Oilfield Support Equipment	$	1,141,701		$	1,141,701
Less: accumulated depreciation		(188,680	)		(107,353	)
Total		953,021			1,034,348

Proved developed producing:

Texas	$	105,494		$	105,494
Less: accumulated depletion		(23,022	)		(18,086	)
Total		82,472			87,408

Unproved:
Belize		48,075			48,075
Total	$	48,075		$	48,075

Production of Oil from all fields

We recorded depletion expense of $4,936 and $0 for the six months ended June 30, 2012 and 2011 based on total production of approximately 1,672 and zero barrels for those periods.

For the three and six months ended June 30, 2012, we shipped 267.06 and 932.20 barrels, and reflect a $9,734 net receivable (after royalty and production tax reductions) for shipments made prior to June 30, 2012.

Carved Out Production Payment

As noted in the 10-K filed for the year ended December 31, 2011, we entered into an agreement with an investor to sell a 5% permanent royalty and a 15% temporary royalty to be paid until production reaches 200 barrels per day for $600,000. The interests for both the permanent and temporary royalties relate to all current and future Texas leases. Once total Texas production exceeds 200 barrels per day, the temporary 15% royalties will revert to Treaty Energy Corporation.

In recording the temporary portion of the royalties sold, an advance on a production payment liability was established. Since the amount of proceeds to be paid out in the future is not readily determinable and the Company is not responsible for any shortfall in payment related to future production, the temporary 15% is treated as a “Carved-Out Production Payment Payable in Product” consistent with the guidance in ASC 932-10. Moreover, since the payout amounts are uncertain, no allocation of the proceeds between the permanent 5% and the temporary 15% Overriding Royalty was made, and therefore, no gain or loss was recorded on the transaction.

Consistent with the aforementioned guidance, the cash received related to the 15% carved-out production interest is treated as deferred revenue and amortized with production and payment to the holder. The proportional amount of carrying value of oil and gas assets will be amortized with production to match the costs to the production periods.

Amortization was based on the independent reserve report and is subject to future changes in estimates.

For the three and six months ended June 30, 2012 and June 30, 2011, the amortization of the Carved Out Production payment was $701 and $ -0- and $2,197 and $ -0-, respectively. The carrying value of the carved out interest was $73,808 and $76,005 as of June 30, 2012 and December 31, 2011, respectively.

For the three and six months ended June 30, 2012 and June 30, 2011, the amortization of the Deferred Revenue was $6,137 and $ -0-, and $ 30,805 and $ -0-, respectively. The carrying value of the related deferred revenue was $514,702 and $545,507 as of June 30, 2012 and December 31, 2011, respectively.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Other property, plant and equipment consist principally of drilling rigs, and office furniture and equipment. Historical cost and accumulated depreciation are as follows:

	06/30/12			12/31/11

Drilling rigs and related equipment	$	750,245		$	467,656
Office equipment		5,165			3,958
Furniture and fixtures		1,000			1,000
Vehicles		123,020			42,520
Equipment		24,598			32,474
Total property, plant and equipment - at cost		904,028			547,608
Less: accumulated depreciation		(117,419	)		(53,135	)
Net property, plant and equipment - other	$	786,609		$	494,473

Assets other than drilling equipment and vehicles generally have estimated useful lives of three years. Estimated useful lives of drilling equipment and vehicles is five years. Depreciation expense for the six months ended June 30, 2012 and 2011 was $64,806 and $20,555, respectively.

NOTE 7 – NOTES PAYABLE

As of June 30, 2012 and December 31, 2011, we had notes and accrued interest payable totaling $732,798 and $829,095, respectively.

This consisted of the following:

Notes and Interest Payable to Previous Officers and Directors (Principal of $156,545 and Accrued Interest of $19,985 and $17,644 as of June 30, 2012 and December 31, 2011, respectively)

These liabilities arose principally between January, 2007 and December, 2008 as cash contributions and accrued compensation to officers and directors of Treaty Petroleum, Inc. with whom Treaty Energy Corporation merged in December of 2008. Some additional compensation was accrued during 2009 until the Crockett County, Texas leases were lost.

This note is subject to following legal actions:

On January 29, 2010, a lawsuit (Highground et al. versus Ronald L. Blackburn et al.) was filed in the 22nd Judicial District Court, Parish of St. Tammany, Louisiana naming Treaty Energy Corporation, among others, as a defendant. The lawsuit alleges certain wrongdoings by the defendants (other than Treaty) which have no bearing on our operations since inception. The lawsuit also alleges certain monies owed to some of the plaintiffs by the Company.

On March 11, 2010, we filed a Notice of Removal of the state action to the United States District Court, Eastern District of Louisiana, based upon the diversity of all the parties. The case has been moved to the United States District Court.

On April 11, 2010, the defendants filed a countersuit against the plaintiffs seeking damages against Highground, et al based on misrepresentation of the Crockett County, Texas leases.

In April of 2010, some of the plaintiffs in this lawsuit filed for protection under federal bankruptcy laws. This caused the action to be moved to the federal bankruptcy courts where it remains as of the filing of this report.

The notes bear interest at 3%. Management believes that the interest rate stated in these notes does not adequately represent the Company’s incremental cost of capital. Therefore, we have imputed interest at an additional 5% by charging interest expense and increasing Additional Paid in Capital. For the three months ended June 30, 2012, we have charged interest expense and increased interest payable in the amount of $1,170 for the amount of the 3% nominal interest on the notes. We have also charged interest expense (and increased Additional Paid in Capital) with $3,906 for the additional imputed interest at 5%.

During the quarter ended June 30, 2012, the court indicated that the Company will have a liability, though a decision on the level of liability, including interest determinations will not be determined until subsequent to June 30, 2012.

Promissory Note Issued for the Acquisition of the Great 8 lease (principal of $211,494 and $354,219 as of June 30, 2012 and December 31, 2011, respectively, and accrued interest of $ 1,130 and $146 as of June 30, 2012 and December 31, 2011, respectively)

On May 31, 2011, we issued a promissory note in the amount of $692,539 for the Great 8 leases in Texas, the payment terms of which are: monthly payments including interest and principal with the final payment due on June 1, 2012. This note accrues interest at 5%. At June 30, 2012, the Company was behind one installment on its payment obligations with this note.

Promissory Note Issued for Cash Deposit (principal of $ 150,000 and $150,000 as of June 30, 2012 and December 31, 2011, respectively, and accrued interest of $ 11,145 and $2,170 as of June 30, 2012 and December 31, 2011, respectively)

On November 14, 2011, we issued a promissory note in the amount of $150,000 in return for a cash advance. Stated interest on the loan is at 12% with quarterly payments starting June 30, 2012. As of June 30, 2012, payment for the first installment had not been made.

Promissory Note Issued for Cash Deposit (principal of $ 50,000 and $-0- as of June 30, 2012 and December 31, 2011, respectively, and accrued interest of $ 7,500 and $-0- as of June 30, 2012 and December 31, 2011, respectively)

On January 13, 2012, we issued a promissory note in the amount of $50,000 in return for a cash advance. Payments are interest only at 5% per month for one year at which time the principal amount is due and payable.

Promissory Note Issued for Cash Deposit (principal of $ 100,000 and $-0- as of June 30, 2012 and December 31, 2011, respectively, and accrued interest of $ 25,000 and $-0- as of June 30, 2012 and December 31, 2011, respectively)

On January 30, 2012, we issued a promissory note in the amount of $100,000 in return for a cash advance. Payments are interest only at 5% per month for one year at which time the principal amount is due and payable. This note is collateralized with 10,000,000 common shares of the Company. In the event the Company defaults on the note these shares would be owed to the lender. The agreement requires that the Company provide additional collateral if the fair value of the shares decreases below $200,000 while the note is outstanding. As of June 30, 2012 the value of the collateral exceeded $200,000.

All related party balances related to salary and consulting agreements have been recorded within accrued liabilities.

NOTE 8 – SHAREHOLDERS’ EQUITY

We are authorized to issue 950 million shares of our common stock. At December 31, 2011, we had 746,449,069 shares issued and 737,449,069 outstanding. During the three months ended June 30, 2012, the stock held in Treasury Stock was sold, increasing our outstanding shares to 746,449,069.

●	On June 7, 2012, the Company issued 177,143 shares to an investor and unrelated party.

Stock Payable

●

On May 20, 2011 the Company entered into a note agreement for $100,000 that required payment of 1,000,000 shares as an inducement to the lender. Due to the short term nature of the note the full value of the shares of $39,000 was expensed and recorded to stock payable with the agreement. These shares remained unissued as of June 30, 2012, and are recorded within stock payable as of June 30, 2012.

●	On May 20, 2011, the Company agreed to issue 1,500,000 shares for $20,000 of cash proceeds received. These shares remained unissued as of June 30, 2012, and are recorded within stock payable as of June 30, 2012.

●

On July 1, 2011 we contracted with a broker to purchase and sell shares of our common stock. As of June 30, 2012, $26,875 had been received for 1,343,750 shares subscribed to but not yet issued by the Company. The agreement has now been abandoned and the stock payable was terminated with a related party agreeing to pay the $26,875 back to the broker.

●	On June 8, 2012, an unrelated investor advanced the Company $26,250 for 1,500,000 common shares to be issued.

Treasury Stock

On July 1, 2011, we purchased 20,000,000 shares of our stock from a related company also controlled by our Chairman and Chief Executive Officer, Andrew Reid. The shares were valued at $790,000, the amount the Company agreed to re-pay with an outstanding liability. This amount was equal to the fair value of the shares acquired on the acquisition date.

Also, on July 1, 2011, we issued 11,000,000 of those shares and reduced the Treasury Stock balance by $434,500. Losses on the sale of Treasury Stock are not reflected on the Income Statement, therefore the difference between cost and the proceeds received was charged to Additional Paid in Capital.

On June 1, 2012, The related company also controlled by our Chairman and Chief Executive Officer, Andrew Reid agreed to repurchase the 9,000,000 shares remaining in Treasury Stock at the market value that day yielding a repurchase price of $360,000 for the $355,500 of Treasury Stock. The gain of $4,500 is not recognized as the transaction is between related parties and was credited to Additional Paid in Capital.

Imputed Interest

Pursuant to our notes payable to our former corporate secretary and the former operator of the Crockett County leases, the aggregate unpaid principal amount of which is $156,545, and which forms a portion of the lawsuit discussed in Note 5 to our annual report filed on Form 10-K as of December 31, 2011, we accrue simple interest at 3% per year. This resulted in an interest charge collectively of $ 1,170 and $2,340 for three and six months ended June 30, 2012.

Management believes that the stated interest on these notes is not equivalent to the Company’s realistic cost of capital. We therefore imputed an additional 5% interest and charged interest expense with an additional $1,953 and $ 3,906 for the three and six months ended June 30, 2012. The Company recorded an additional $13,732 in imputed interest expense for the three and six months ended June 30, 2012 on the non-interest bearing related party payable with a balance of $774,421.

NOTE 9 – PENDING LITIGATION

The lawsuit alleges certain wrongdoings by the defendants (other than Treaty) which have no bearing on our operations since inception. The lawsuit also alleges certain monies owed to the some of the plaintiffs by the Company.

On March 11, 2010, we filed a Notice of Removal of the state action to the United States District Court, Eastern District of Louisiana, based upon the diversity of all the parties. The Complainants may challenge the removal, but as of the date of this report have not responded.

On April 11, 2010, the defendants filed a countersuit against the plaintiffs seeking damages against Highground, et al based on misrepresentation of the Crockett County, Texas leases.

Several of the defendants in the lawsuit filed for bankruptcy protection. On April 30, 2010, the case was moved to the US Bankruptcy Court for the Eastern District of Louisiana, Section B.

NOTE 10 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at June 30, 2012 and December 31, 2011 consist of the following:

	06/30/12		12/31/11
Trade accounts payable	$	310,525	$	425,903
Accrued expenses – related party		90,000
Accrued expenses		109,279
Liabilities associated with our reverse merger in December, 2008		200,380		200,380
Bank overdraft		-		1,982
All-Secure payable		51,848		89,347
Total	$	762,032	$	717,612

During the three months ended June 30, 2012, the Company accrued liabilities of $90,000 to three related parties for cash advances and for accrued consulting fees.

As of June 30, 2012 the Company had a cash call liability for $74,200. This liability represents cash calls the Company made for their Belize property for the continuation of development, drilling and exploration. Whenever the funds are utilized and the related costs are incurred the liability will be relieved against the development costs as the Company will no longer be obligated after the agreed upon work is performed.

NOTE 11 – ASSET RETIREMENT OBLIGATION

A reconciliation of the aggregate carrying amount of asset retirement obligations is as follows:

	06/30/12		12/31/11
Beginning Balance	$	130,397	$	128,367
Accretion to balance sheet date		12,237		2,030
Asset retirement obligation at balance sheet date	$	142,634	$	130,397

The Company recorded an accretion expense of $11,061 and $710 for the three months ended June 30, 2012 and June 30, 2011, respectively and $12,237 and $710 for the six months ended June 30, 2012 and June 30, 2011, respectively.

NOTE 12 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2012, we had the following transactions with related parties:

●

We accrued $90,000 and $180,000 of compensation costs for the three and six months ended June 30, 2012 to our Chairman and CEO and two other related consultants. During the six months ended June 30, 2012, $90,000 was forgiven by these parties and relieved to Additional Paid in Capital. Amounts owed as of June 30, 2012 and December 31, 2011 were $90,000 and $0, respectively.

●

We borrowed a net amount of $1,854,051 for the six months ended June 30, 2012, from an entity owned by our Chairman and CEO, Andrew Reid. During the six months ended June 30, 2012 $881,504 was forgiven by this party and relieved to Additional Paid in Capital. Amounts owed as of June 30, 2012 and December 31, 2011 were $774,421 and $0, respectively.

●

An entity owned by our Chairman and CEO, Andrew Reid, paid 4,000,000 shares they held in our common stock to an acquisition target as a deposit for a potential acquisition. The shares were valued on the date they were issued at $140,000 and recorded as an addition to other assets and additional paid in capital as the entity contributed the shares and is not seeking repayment. The acquisition had not closed as of June 30, 2012 and relates to a Belize target with undrilled and unproved oil and gas leases. If the acquisition is closed the Company will be obligated to pay $4,500 monthly for 3 years.

●

The entity owned by our Chairman and CEO, Andrew Reid, reacquired stock they had sold back to the Company during 2011. The Company reacquired the 9,000,000 shares previously held by the Company as treasury stock in lieu of relief of debt of $333,125 and assumption of a stock payable owed valued at $26,875. The fair value of the shares issued was equal to $360,000 as of the date of grant. As a result of this transaction, treasury stock was credited for $355,500 (cost basis of treasury shares issued), additional paid in capital was credited for $4,500 (to value shares at fair market value), related party debt was debited for $333,125, and stock payable was debited for $26,875.

NOTE 13 – SALE OF NON-CONTROLLING INTEREST IN SUBSIDIARY

On September 12, 2011, we sold 400 shares (representing a 4% interest) of our subsidiary, Belize Energy, Ltd. for $100,000 in cash The shares have an anti-dilution clause and the Company received an option to purchase 600 additional shares at varying prices depending on their option exercise dates. If the option is exercised within 60 days, the price is $240,000, from 61 to 120 days: $340,000, from 121 to 180: $500,000. Exercise of all of these options would results in additional sales of 1,800 shares. After 180 days these options expire. The anti-dilution clause entails additional shares being issued to the recipient in order for the recipient to maintain their 4% interest. No issuances were owed related to this clause and all such amounts owed will be accounted for prospectively in the event a diluting event may occur.

The agreement also specifies that the lender received an option to purchase up to 15% of a company in Belize which we have not acquired as of December 31, 2011. We received an additional $25,000 in cash for this option.

We accounted for the sale of a portion of the subsidiary according to Accounting Codification Standards 810 – Consolidations (“ASC 810”). ASC 810 requires that we record such changes as equity transactions, recording no gain or loss on such a sale.

We allocated the carrying value of our Belize subsidiary (or $2,204) and reclassified to Non Controlling Interest in the equity section of our balance sheet.

Based on the above, we recorded $125,000 increase to cash and a $2,204 debit to non-controlling interests. The offsetting credits for the transaction were $25,000 liability for the deposit, and a credit to additional paid in capital of $102,204. As of June 30, 2012 we owned 76% of our Belize subsidiary.

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to June 30, 2012, we

●	Paid an additional $10,000 on our promissory note on the promissory note from Wm. Hackmeyer

●	Have set aside $60,000 in escrow against the legal judgment pending with former officers. The balance expected to be paid is already fully accrued at June 30, 2012.

●	Assumed the purchase of a lease acquisition made by the entity partially owned by our Chairman and CEO. Under this agreement the Company will add 3 leases for $1,200,000 in cash and $6,000,000 in stock. The Company has paid $34,770 towards the cash liability and points on the sale.

●	On July 31, 2012, the Company authorized the issuance of 24,115,950 shares of stock of which 1,000,000 shares was issued for consulting expenses, and the balance for the retirement of amounts owed to a related party.

We have evaluated subsequent events through the date of issuance of the financial statements.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with management’s discussion and analysis contained in our 2011 Annual Report on Form 10-K, as well as the financial statements and notes hereto included in this quarterly report on Form 10-Q. The following discussion contains forward-looking statements that involve risks, uncertainties, and assumptions, such as statements of our plans, objectives, expectations, and intentions. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events.

Results of Operations

Six Months Ended June 30, 2012, compared with Six Months Ended June 30, 2011

We had $70,103 in revenues for the six months ended June 30, 2012 from our Texas acquisitions versus $69,530 for the same period in 2011. Oil sales during both six month periods were nearly the same.

Our lease operating expenses were $158,879 in 2012 versus $237,379 in 2011 due to increased management oversight of expenses resulting from our Texas and Belize acquisitions, and the shift of more expenditures for drilling operations

Our drilling expenses have increased from $ 7,987 for the six months ended June 30, 2011, to $210,477 for the same period in 2012, as drilling activity is increasing on both our Texas and Belize operations.

General and administrative expenses have decreased from $ 2,794,110 for the six months ended June 30, 2011 to $1,204,861 in 2012. During the six months ended June 30, 2011, a significant amount of consulting fees were paid through stock issuances, but were not required in 2012.

Our depreciation, depletion and amortization expenses for the six months ended June 30, 2012 were $153,316 as compared to $22,201 for the same period in 2011, owing to the start of depreciation on our equipment that we use in Belize, from our unit of production depletion in Texas.

Interest expense is higher during the six months ended June 30, 2012 versus the same period in 2011, due to higher debt levels during the first six months of the year.

Liquidity and Capital Resources

Our financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

Currently, we are able to maintain our existing operations through funding agreements with related party companies. The existing cash balances and internally generated cash flows are from sales of oil production. We have determined that our existing capital structure is adequate to fund our planned growth.

We intend to finance our drilling, work over and acquisition program by related party loans and private debt offerings. There can be no assurance that we will be successful in procuring the financing we are seeking. Future cash flows are subject to a number of variables, including the level of production, oil and gas prices and successful drilling efforts. There can be no assurance that operations and other capital recourses will provide cash in sufficient amounts to maintain planned or future levels of capital expenditures.

Plan of Operation

Over the next twelve months we intend to develop the following initiatives:

Revenue Generation

In Texas, we have been reworking the wells purchased during 2011, allowing additional sources of production. This process will continue through 2012 and into 2013, gradually increasing our daily oil output. We have received funding commitments for the rework program and expect to increase production from our current levels in the future.

Drilling

Treaty currently has hundreds of proven, undeveloped acres on which we can drill. Depth of the new wells will range from a shallow 550 feet to 2600 feet. Some wells will reach deeper than 4500 feet.

On November 14, 2011 Treaty acquired the Mark H. & Eula E. Wooldridge Leases, totaling 260 acres. This Lease has one well currently producing 5 barrels of oil per day. Treaty has secured funding in the amount of $700,000 in order to infield drill twelve new wells to 550 feet. Drilling commenced on these wells.

Treaty has three additional wells to drill on the Shotwell and Kennard Leases. We are seeking funding for these wells, which we expect to produce at the depth 2,500 feet.

Financing

We have made arrangement for private lending on many of the projects currently in progress. As we progress we expect to require additional funds for the purchase of additional equipment, leases, and operations.

There is no guarantee that we can raise the required capital to make acquisitions, drill new wells, or repair equipment on any acquired properties, or that undertaking such repairs, acquisitions and drilling program will make us profitable or self-sustaining.

ITEM 3 - QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this item.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Our annual report on Form 10-K as of December 31, 2011 reported the following material weaknesses:

As of December 31, 2011, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute e a material weakness.

As of December 31, 2011, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Management has been addressing these weaknesses during the three months ended June 30, 2012, however, believe that the material weakness assessment is unchanged.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

On January 29, 2010, a lawsuit (Highground et al. versus Ronald L. Blackburn et al.)was filed in the 22nd Judicial District Court, Parish of St. Tammany, Louisiana, naming Treaty Energy Corporation, among others, as a defendant.

On March 11, 2010, we filed a Notice of Removal of the state action to the United States District Court, Eastern District of Louisiana, based upon the diversity of all the parties. The Complainants may challenge the removal, but as of the date of this report have not responded.

On April 11, 2010, the defendants filed a countersuit against the plaintiffs seeking damages against Highground, et al based on misrepresentation of the Crockett County, Texas leases.

Several of the defendants in the lawsuit filed for bankruptcy protection. On April 30, 2010, the case was moved to the US Bankruptcy Court for the Eastern District of Louisiana, Section B.

Subsequent to June 30, 2012, a judgment was issued that effectively absolved the Company of any financial responsibility.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances, except as disclosed in this report.

ITEM 1A – RISK FACTORS

Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock are described under “Risk Factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011, filed June 13, 2012.

This information should be considered carefully, together with other information in this report and other reports and materials we file with the Securities and Exchange Commission.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES

See Note 9 for a listing of shares issued during the three months ended June 30, 2012.

Options and Warrants

During the three months ended June 30, 2012, no options or warrants have been granted, expired or exercised.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5 – OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

Exhibit No.		Description of Exhibit

3.1		Articles of Incorporation, as filed August 1, 1997 (included as Exhibit 3.1 to the Form 10-SB12G filed November 10, 1999, and incorporated herein by reference).

3.2		Bylaws (included as Exhibit 3.2 to the Form 10-SB12G filed November 10, 1999, and incorporated herein by reference).

3.3		Articles of Amendment to the Articles of Incorporation, as filed August 23, 1997 (included as Exhibit 3.3 to the Form 10-SB12G filed November 10, 1999, and incorporated herein by reference).

3.4		Articles of Amendment to the Articles of Incorporation, as filed November 20, 1998 (included as Exhibit 3.4 to the Form 10-SB12G filed November 10, 1999, and incorporated herein by reference).

3.5		Articles of Amendment to the Articles of Incorporation, as filed May 16, 2003 (included as Exhibit 3.5 to the Form 10-SB12G filed November 10, 1999, and incorporated herein by reference).

4.1		2003 Stock Benefit Plan, dated July, 1, 2003 (included as Exhibit 4.1 to the Form S-8 filed July 23, 2003, and incorporated herein by reference).

4.2		Form of Class A Warrant (included as Exhibit 4 to the Form 8-K filed March 15, 2005, and incorporated herein by reference).

4.3		Form of Class B Warrant (included as Exhibit 4 to the Form 8-K filed March 15, 2005, and incorporated herein by reference).

4.4		Form of Class C Warrant (included as Exhibit 4 to the Form 8-K filed March 15, 2005, and incorporated herein by reference).

4.5		Subscription Agreement between the Company and various subscribers (included as Exhibit 10.1 to the Form SB-2/A filed September 14, 2005, and incorporated herein by reference).

4.6		Subscription Agreement between the Company and various subscribers (included as Exhibit 4 to the Form 8-K filed March 15, 2005, and incorporated herein by reference).

14.1		Corporate Code of Ethics (included as Exhibit 14 to From 10-KSB filed March 16, 2004, and incorporated herein by reference).

2.1		Subsidiaries of the registrant (filed herewith).

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Treaty Energy Corporation

Date: August 14, 2012	By:	/s/ Andrew V. Reid
		Andrew V. Reid
		Chief Executive Officer

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